Genesis Healthcare, Inc. (Form: 10-Q, Received: 05/08/2015 17:25:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2015.

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number: 001-33459

Genesis Healthcare, Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-3934755
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

101 East State Street
Kennett Square, Pennsylvania		19348
(Address of principal executive offices)		(Zip Code)

(610) 444-6350

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the issuer’s classes of common stock, as of the close of business on May 7, 2015, was:

Class A common stock, $0.001 par value — 73,591,665 shares

Class B common stock, $0.001 par value — 15,511,603 shares

Class C common stock, $0.001 par value — 64,449,380 shares

Table of Contents

Genesis Healthcare, Inc.

Form 10-Q

Index

		Page Number
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets — March 31, 2015 and December 31, 2014	3
	Consolidated Statements of Operations — Three months ended March 31, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income (Loss) — Three months ended March 31, 2015 and 2014	5
	Consolidated Statements of Stockholders’ Deficit — March 31, 2015, December 31, 2014	6
	Consolidated Statements of Cash Flows — Three months ended March 31, 2015 and 2014	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	48
Part II.	Other Information
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	49
Signatures		52
Exhibit Index		53

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

	March 31, 2015			December 31, 2014

Assets:
Current assets:
Cash and equivalents	$	95,708		$	87,548
Restricted cash and investments in marketable securities	52,234			38,211
Accounts receivable, net of allowances for doubtful accounts of $139,389 at March 31, 2015 and $133,529 at December 31, 2014	763,006			605,830
Prepaid expenses	49,112			72,873
Other current assets	38,453			33,511
Deferred income taxes	2,443			58,213

Total current assets	1,000,956			896,186
Property and equipment, net of accumulated depreciation of $555,828 at March 31, 2015 and $502,176 at December 31, 2014	3,947,941			3,493,250
Restricted cash and investments in marketable securities	120,547			108,529
Other long-term assets	163,326			140,119
Deferred income taxes	142,018			160,531
Identifiable intangible assets, net of accumulated amortization of $48,507 at March 31, 2015 and $42,661 at December 31, 2014	233,181			173,112
Goodwill	423,387			169,681

Total assets	$	6,031,356		$	5,141,408

Liabilities and Stockholders’ Deficit:
Current liabilities:
Current installments of long-term debt	$	12,746		$	12,518
Capital lease obligations	3,004			2,875
Financing obligations	1,098			1,138
Accounts payable	218,565			194,508
Accrued expenses	155,484			125,831
Accrued compensation	255,881			192,838
Self-insurance reserves	144,897			130,874

Total current liabilities	791,675			660,582

Long-term debt	980,911			525,728
Capital lease obligations	1,005,555			1,002,762
Financing obligations	2,928,998			2,911,200
Deferred income taxes	—			19,215
Self-insurance reserves	400,309			355,344
Other long-term liabilities	129,428			124,067
Commitments and contingencies
Stockholders’ deficit:
Class A common stock (par $0.001, 175,000,000 shares authorized, issued and outstanding 73,587,665 and 49,864,878 at March 31, 2015 and December 31, 2014, respectively)	74			50
Class B common stock (par $0.001, 30,000,000 shares authorized, issued and outstanding 15,511,603 and 0 at March 31, 2015 and December 31, 2014, respectively)	16			—
Class C common stock (par $0.001, 150,000,000 shares authorized, issued and outstanding 64,449,380 and 0 at March 31, 2015 and December 31, 2014, respectively)	64			—
Additional paid-in capital	298,369			143,492
Accumulated deficit	(417,974		)	(603,254		)
Accumulated other comprehensive income	631			515
Total stockholders’ deficit before noncontrolling interests	(118,820		)	(459,197		)
Noncontrolling interests	(86,700		)	1,707

Total stockholders’ deficit	(205,520		)	(457,490		)

Total liabilities and stockholders’ deficit	$	6,031,356		$	5,141,408

See accompanying notes to the unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	Three months ended March 31,
	2015			2014

Net revenues	$	1,343,001		$	1,186,544

Salaries, wages and benefits	819,938			746,490
Other operating expenses	348,285			292,698
Lease expense	36,419			32,799
Depreciation and amortization expense	59,933			47,500
Interest expense	121,313			108,750
Loss on early extinguishment of debt	3,234			499
Investment income	(416		)	(943		)
Other income	(7,611		)	—
Transaction costs	86,069			2,249
Equity in net (income) loss of unconsolidated affiliates	(153		)	44

Loss before income tax benefit	(124,010		)	(43,542		)
Income tax benefit	(5,648		)	(2,754		)

Loss from continuing operations	(118,362		)	(40,788		)
Income (loss) from discontinued operations, net of taxes	112			(3,194		)

Net loss	(118,250		)	(43,982		)
Less net loss (income) attributable to noncontrolling interests	5,684			(185		)
Net loss attributable to Genesis Healthcare, Inc.	$	(112,566	)	$	(44,167	)

Loss per common share:
Basic and diluted:
Weighted average shares outstanding for basic and diluted (loss) income from continuing operations per share	75,234			49,865

Basic and diluted net (loss) income per common share:
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$	(1.50	)	$	(0.82	)
Income (loss) from discontinued operations	0.00			(0.06		)
Net loss attributable to Genesis Healthcare, Inc.	$	(1.50	)	$	(0.88	)

See accompanying notes to the unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS)

(UNAUDITED)

	Three months ended March 31,
	2015			2014
Net loss attributable to Genesis Healthcare, Inc.	$	(112,566	)	$	(44,167	)
Net unrealized gain on marketable securities, net of tax	270			132
Comprehensive loss	(112,296		)	(44,035		)
Comprehensive (loss) income attributable to noncontrolling interests	(5,382		)	185
Comprehensive loss attributable to Genesis Healthcare, Inc.	$	(117,678	)	$	(43,850	)

See accompanying notes to the unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(IN THOUSANDS)

(UNAUDITED)

	Class A Common Stock			Class B Common Stock			Class C Common Stock			Additional			Accumulated			Accumulated other comprehensive			Stockholders’			Noncontrolling			Total stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		paid-in capital			deficit			income (loss)			deficit			interests			deficit

Balance at December 31, 2013	49,865	$	50	—	$	—	—	$	—	$	161,452		$	(349,269	)	$	1,068		$	(186,699	)	$	2,818		$	(183,881	)

Comprehensive (loss) income:
Net loss	—	—		—	—		—	—		—			(253,985		)	—
Net unrealized loss on marketable securities, net of tax	—	—		—	—		—	—		—			—			(553		)
Total comprehensive (loss) income																			(254,538		)	2,456			(252,082		)
Distributions to stockholders	—	—		—	—		—	—		(17,960		)	—			—			(17,960		)	—			(17,960		)
Distributions to noncontrolling interests	—	—		—	—		—	—		—			—			—			—			(3,567		)	(3,567		)
Balance at December 31, 2014	49,865	$	50	—	$	—	—	$	—	$	143,492		$	(603,254	)	$	515		$	(459,197	)	$	1,707		$	(457,490	)

Combination share conversion	23,723	24		15,512	16		64,449	64		130,530			297,846			(154		)	428,326			(80,186		)	348,140
Comprehensive loss:
Net loss	—	—		—	—		—	—		—			(112,566		)	—
Net unrealized gain on marketable securities, net of tax	—	—		—	—		—	—		—			—			270
Total comprehensive loss																			(112,296		)	(5,382		)	(117,678		)
Share based compensation	—	—		—	—		—	—		24,347			—			—			24,347			—			24,347
Distributions to noncontrolling interests	—	—		—	—		—	—		—			—			—			—			(2,839		)	(2,839		)
Balance at March 31, 2015	73,588	$	74	15,512	$	16	64,449	$	64	$	298,369		$	(417,974	)	$	631		$	(118,820	)	$	(86,700	)	$	(205,520	)

See accompanying notes to the unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	Three months ended March 31,
	2015			2014

Cash flows from operating activities:
Net loss	$	(118,250	)	$	(43,982	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Non-cash interest and leasing arrangements, net	23,413			22,456
Other non-cash charges and gains, net	(7,587		)	3,178
Share based compensation	25,373			—
Depreciation and amortization	60,077			49,151
Provision for losses on accounts receivable	23,392			18,870
Equity in net (income) loss of unconsolidated affiliates	(153		)	44
Provision for deferred taxes	(9,493		)	(8,733		)
Changes in assets and liabilities:
Accounts receivable	(43,860		)	(17,559		)
Accounts payable and other accrued expenses and other	44,606			(10,607		)

Total adjustments	115,768			56,800

Net cash (used in) provided by operating activities	(2,482		)	12,818

Cash flows from investing activities:
Capital expenditures	(16,721		)	(23,573		)
Purchase of marketable securities	(15,319		)	(7,728		)
Proceeds on maturity or sale of marketable securities	10,158			9,718
Net change in restricted cash and equivalents	(361		)	(7,034		)
Sale of investment in joint venture	26,358			—
Sales of assets	1,263			—
Other, net	912			12

Net cash provided by (used in) investing activities	6,290			(28,605		)

Cash flows from financing activities:
Borrowings under revolving credit facility	146,500			139,000
Repayments under revolving credit facility	(151,000		)	(112,000		)
Proceeds from issuance of long-term debt	360,000			—
Proceeds from tenant improvement draws under lease arrangements	95			1,290
Repayment of long-term debt	(330,627		)	(3,255		)
Debt issuance costs	(17,777		)	(3,853		)
Distributions to noncontrolling interests	(2,839		)	(7,572		)

Net cash provided by financing activities	4,352			13,610

Net increase (decrease) in cash and equivalents	8,160			(2,177		)
Cash and equivalents:
Beginning of period	87,548			61,413

End of period	$	95,708		$	59,236

Supplemental disclosure of cash flow information:
Interest paid	$	94,948		$	92,915
Taxes paid	5,917			2,695

Non-cash financing activities:
Capital leases	$	—		$	13,096
Financing obligations	3,682			38,865
Assumption of long-term debt	326,610			—

See accompanying notes to the unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) General Information

Description of Business

Genesis Healthcare, Inc. is a healthcare services company that through its subsidiaries (collectively, the Company) owns and operates skilled nursing facilities, assisted living facilities, hospices, home health providers and a rehabilitation therapy business. The Company has an administrative service company that provides a full complement of administrative and consultative services that allows our affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. The Company provides inpatient services through 511 skilled nursing, assisted living and behavioral health centers located in 34 states. Revenues of the Company’s owned, leased and otherwise consolidated centers constitute approximately 85% of its revenues.

The Company provides a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by the Company, as well as by contract to healthcare facilities operated by others. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 12% of the Company’s revenues.

The Company provides an array of other specialty medical services, including management services, physician services, staffing services, hospice and home health services, and other healthcare related services, which comprise the balance of the Company’s revenues.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q of Regulation S-X and do not include all of the disclosures normally required by generally accepted accounting principles or those normally required in annual reports on Form 10-K. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2014 filed with the Securities and Exchange Commission on Form 8-K/A on February 26, 2015. The accompanying consolidated balance sheet at December 31, 2014 was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.

Certain prior year amounts have been reclassified to conform to current period presentation, the effect of which was not material. The Company’s membership interest at December 31, 2014 has been recast as common stock and additional paid-in capital.

The Company’s financial position at March 31, 2015 includes the impact of the Combination (as defined in Note 3 — “Significant Transactions and Events — The Combination with Skilled”), which has been accounted for as a reverse acquisition using the acquisition method effective February 2, 2015.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers , (ASU 2014-09) which changes the requirements for recognizing revenue when entities enter into contracts with customers. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. The Company is still evaluating the effect, if any, ASU 2014-09 will have on the Company’s consolidated financial condition and results of operations.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , (ASU 2015-03). This ASU requires an entity to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The costs will continue to be amortized to interest expense using the effective interest method. The adoption of ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. This ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of ASU No. 2015-03 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations.

(2) Certain Significant Risks and Uncertainties

Revenue Sources

The Company receives revenues from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care facilities that utilize its rehabilitation therapy and other services. The Company’s inpatient services segment derives approximately 79% of its revenue from Medicare and various state Medicaid programs.

The sources and amounts of the Company’s revenues are determined by a number of factors, including licensed bed capacity and occupancy rates of its inpatient facilities, the mix of patients and the rates of reimbursement among payors. Likewise, payment for ancillary medical services, including services provided by the Company’s rehabilitation therapy services business, varies based upon the type of payor and payment methodologies. Changes in the case mix of the patients as well as payor mix among Medicare, Medicaid and private pay can significantly affect the Company’s profitability.

It is not possible to quantify fully the effect of legislative changes, the interpretation or administration of such legislation or other governmental initiatives on the Company’s business and the business of the customers served by the Company’s rehabilitation therapy business. The potential impact of reforms to the United States healthcare system, including potential material changes to the delivery of healthcare services and the reimbursement paid for such services by the government or other third party payors, is uncertain at this time. Accordingly, there can be no assurance that the impact of any future healthcare legislation or regulation will not adversely affect the Company’s business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels similar to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. The Company’s financial condition and results of operations are and will continue to be affected by the reimbursement process, which in the healthcare industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled.

Laws and regulations governing the Medicare and Medicaid programs, and our business generally, are complex and are often subject to a number of ambiguities in their application and interpretation. The Company believes that it is in substantial compliance with all applicable laws and regulations. However, from time to time the Company and its affiliates are subject to pending or threatened lawsuits and investigations involving allegations of potential wrongdoing, some of which may be material or involve significant costs to resolve and/or defend against, or may lead to other adverse effects on the Company and its affiliates including, but not limited to, fines, penalties and exclusion from participation in the Medicare and/or Medicaid programs. Our business is subject to a number of other known and unknown risks and uncertainties, which are discussed in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the Securities and Exchange Commission on February 20, 2015.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(3) Significant Transactions and Events

The Combination with Skilled

On August 18, 2014, Skilled Healthcare Group, Inc., a Delaware corporation (Skilled) entered into a Purchase and Contribution Agreement with FC-GEN Operations Investment, LLC (FC-GEN) pursuant to which the businesses and operations of FC-GEN and Skilled were combined (the Combination). On February 2, 2015, the Combination was completed.

The following diagram depicts the organizational structure of the Company at the time of the Combination:

Upon completion of the Combination, the Company began operating under the name Genesis Healthcare, Inc. and the Class A common stock of the combined company continues to trade on the NYSE under the symbol “GEN”. Upon the closing of the Combination, the former owners of FC-GEN held 74.25% of the economic interests in the combined entity and the former shareholders of Skilled held the remaining 25.75% of the economic interests in the combined entity post-transaction, in each case on a fully-diluted, as-exchanged and as-converted basis. Under applicable accounting standards, FC-GEN was the accounting acquirer in the Combination, which was treated as a reverse acquisition. The acquisition method has been applied to the Combination based on Skilled’s stock price (level 1 valuation technique - quoted prices in active markets for identical assets or liabilities) as of the acquisition date. The consideration has been

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

allocated to the legacy Skilled business that was acquired on the acquisition date with the excess consideration over the fair value of the net assets acquired recognized as goodwill. As of the effective date of the Combination, FC-GEN’s assets and liabilities remained at their historical costs.

Because FC-GEN’s pre-transaction owners held an approximately 58% direct controlling interest in Skilled and a 74.25% economic and voting interest in the combined company, FC-GEN is considered to be the acquirer of Skilled for accounting purposes. Following the closing of the Combination, the combined results of Skilled and FC-GEN are consolidated with approximately 42% direct noncontrolling economic interest shown as noncontrolling interest in the financial statements of the combined entity. The 42% direct noncontrolling economic interest is in the form of membership units that are exchangeable on a 1 to 1 basis to public shares of the Company. The 42% direct noncontrolling economic interest will continue to decrease as membership units are converted to public shares of the Company.

Consideration Price Allocation

The total Skilled consideration price of $348.1 million was allocated to Skilled’s net tangible and identifiable intangible assets based upon the estimated fair values at February 2, 2015. The excess of the consideration price over the estimated fair value of the net tangible and identifiable intangible assets was recorded as goodwill. The allocation of the consideration price to property, plant and equipment, identifiable intangible assets and deferred income taxes was based upon valuation data and estimates. The Company has not finalized the analysis of the consideration price allocation and will continue its review during the measurement period. The aggregate goodwill arising from the Combination is based upon the expected future cash flows of the Skilled operations. Goodwill recognized from the Combination is the result of (i) the expected savings to be realized from achieving certain economies of scale and (ii) anticipated long-term improvements in Skilled’s core businesses. The Company has estimated $79.8 million of pre-existing Skilled goodwill that is deductible for income tax purposes related to the Combination.

The consideration price and related allocation are summarized as follows (in thousands):

Accounts receivable	$	128,782
Deferred income taxes and other current assets	42,533
Property, plant and equipment	495,692

				Weighted Average Life (Years)
Identifiable intangible assets:
Management contracts	30,900			3.5
Customer relationships	13,400			10.0
Favorable lease contracts	18,220			12.8
Trade names	3,400			Indefinite
Total identifiable intangible assets	65,920
Deferred income taxes and other assets	59,196
Accounts payable and other current liabilities	(115,292		)
Long-term debt, including amounts due within one year	(428,342		)
Unfavorable lease contracts	(11,480		)
Deferred income taxes and other long-term liabilities	(142,574		)
Total identifiable net assets	94,435
Goodwill	253,705
Net assets	$	348,140

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Pro forma information

The acquired business contributed net revenues of $152.7 million and a net income of $5.3 million, to the Company for the period from February 1, 2015 to March 31, 2015. The unaudited pro forma net effect of the Combination assuming the acquisition occurred as of January 1, 2014 is as follows (in thousands, except per share amounts):

	Pro Forma Three months ended March 31,
	2015			2014

Revenues	$	1,414,289		$	1,393,844
Loss attributable to Genesis Healthcare, Inc.	(16,317		)	(17,568		)

Loss per share from continuing operations attributable to Genesis Healthcare, Inc.
Basic	(0.18		)	(0.16		)
Diluted	(0.19		)	(0.22		)

The unaudited pro forma financial data have been derived by combining the historical financial results of the Company and the operations acquired in the Combination for the periods presented. The unaudited pro forma financial data includes transaction and financing costs totaling $84.7 million incurred by both the Company and Skilled in connection with the Combination. These costs have been eliminated from the results of operations for the three months ended March 31, 2015 for purposes of the pro forma financial presentation.

Related Party Transactions

On March 31, 2015, the Company sold its investment in FC PAC Holdings, LLC (FC PAC), an unconsolidated joint venture in which it held an approximate 5.4% interest, for $26.4 million. The Company recognized a gain on sale of $8.4 million recorded as other income on the statement of operations. FC PAC ownership includes affiliates of Formation Capital, a private equity sponsor of the Company prior to the Combination, and also represented by members of the Company’s board of directors.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(4) Earnings (Loss) Per Share

The Company has three classes of common stock. Classes A and B are identical in economic and voting interests. Class C has a 1:1 voting ratio with the other two classes, representing the voting interests of the approximate 42% noncontrolling interest of the legacy FC-GEN owners. See Note 3 — “Significant Transactions and Events — the Combination with Skilled”. Class C common stock is a participating security; however, it shares in a de minimis economic interest and is therefore excluded from the denominator of the basic earnings per share calculation.

Basic net loss per share was computed by dividing net loss by the weighted-average number of outstanding common shares for the period. Diluted earnings per share is computed by dividing loss plus the effect of assumed conversions (if applicable) by the weighted-average number of outstanding shares after giving effect to all potential dilutive common stock, including options, warrants, common stock subject to repurchase and convertible preferred stock, if any.

The computations of basic and diluted loss per share are consistent with any potentially dilutive adjustments to the numerator or denominator being anti-dilutive and therefore excluded from the dilutive calculation. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per common share follows (in thousands, except per share data):

	Three Months Ended March 31,
	2015			2014

Numerator:
Loss from continuing operations	$	(118,362	)	$	(40,788	)
Less: Net (loss) income attributable to noncontrolling interests	(5,684		)	185
Loss from continuing operations attributable to Genesis Healthcare, Inc.	(112,678		)	(40,973		)
Income (loss) from discontinued operations, net of income tax	112			(3,194		)
Net loss attributable to Genesis Healthcare, Inc.	$	(112,566	)	$	(44,167	)

Denominator:
Weighted average shares outstanding for basic and diluted net loss per share	75,234			49,865

Basic and diluted net loss per common share:
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$	(1.50	)	$	(0.82	)
Income (loss) from discontinued operations	—			(0.06		)
Net loss attributable to Genesis Healthcare, Inc.	$	(1.50	)	$	(0.88	)

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The following were excluded from net income attributed to Genesis Healthcare, Inc. and the weighted-average diluted shares computation for the three months ended March 31, 2015 and 2014, as their inclusion would have been anti-dilutive (shares in thousands):

GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Three Months Ended March 31,
	2015				2014
	Net loss				Net loss
	attributed to				attributed to
	Genesis Healthcare,			Anti-dillutive	Genesis Healthcare,		Anti-dillutive
	Inc.			shares	Inc.		shares

Exchange of restricted stock units of noncontrolling interests	$	(4,217	)	41,534	$	—	—

Because the Company is in a net loss position for the three months ended March 31, 2015, the combined impact of the assumed conversion of the approximate 42% noncontrolling interest to common stock and the related tax implications, are anti-dilutive to EPS. As of March 31, 2015 there were 64,449,380 units attributed to the noncontrolling interests outstanding. See Note 3 — “Significant Transactions and Events — the Combination with Skilled.” There were no convertible instruments issued or outstanding as of March 31, 2014 that could be potentially dilutive to net loss for that period.

(5) Segment Information

The Company has three reportable operating segments: (i) inpatient services; (ii) rehabilitation therapy services; and (iii) other services. For additional information on these reportable segments see Note 1 — “General Information — Description of Business.”

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

A summary of the Company’s unaudited condensed consolidated statement of operations follows:

	Three months ended March 31, 2015
	Inpatient Services			Rehabilitation Therapy Services		Other Services		Corporate			Eliminations			Consolidated
	(In thousands)

Net revenues	$	1,145,009		$	263,051	$	52,336	$	210		$	(117,605	)	$	1,343,001

Salaries, wages and benefits	542,692			214,797		33,244		29,205			—			819,938
Other operating expenses	419,306			19,226		15,074		12,283			(117,604		)	348,285
Lease expense	35,528			41		459		391			—			36,419
Depreciation and amortization expense	48,225			2,867		362		8,479			—			59,933
Interest expense	103,654			1		10		17,771			(123		)	121,313
Loss on extinguishment of debt	—			—		—		3,234			—			3,234
Investment income	(358		)	—		—		(181		)	123			(416		)
Other income				—		—		(7,611		)	—			(7,611		)
Transaction costs	371			—		—		85,698			—			86,069
Equity in net (income) loss of unconsolidated affiliates	(309		)	—		—		(220		)	376			(153		)
(Loss) income before income tax benefit	(4,100		)	26,119		3,187		(148,839		)	(377		)	(124,010		)
Income tax benefit	—			—		—		(5,648		)	—			(5,648		)
(Loss) income from continuing operations	$	(4,100	)	$	26,119	$	3,187	$	(143,191	)	$	(377	)	$	(118,362	)

	Three months ended March 31, 2014
	Inpatient Services			Rehabilitation Therapy Services		Other Services		Corporate			Eliminations			Consolidated
	(In thousands)

Net revenues	$	1,000,217		$	255,324	$	35,814	$	137		$	(104,948	)	$	1,186,544
Salaries, wages and benefits	491,072			206,149		24,039		25,230			—			746,490
Other operating expenses	357,623			18,930		10,460		10,633			(104,948		)	292,698
Lease expense	32,320			44		213		222			—			32,799
Depreciation and amortization expense	40,220			2,787		250		4,243			—			47,500
Interest expense	96,460			1		209		12,203			(123		)	108,750
Loss on extinguishment of debt	—			—		—		499			—			499
Investment income	(424		)	—		—		(642		)	123			(943		)
Transaction costs	—			—		—		2,249			—			2,249
Equity in net (income) loss of unconsolidated affiliates	(290		)	—		—		—			334			44
(Loss) income before income tax benefit	(16,764		)	27,413		643		(54,500		)	(334		)	(43,542		)
Income tax benefit	—			—		—		(2,754		)	—			(2,754		)
(Loss) income from continuing operations	$	(16,764	)	$	27,413	$	643	$	(51,746	)	$	(334	)	$	(40,788	)

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the segment assets as of March 31, 2015 compared to December 31, 2014 (in thousands):

	March 31, 2015		December 31, 2014

Inpatient services	$	5,239,633	$	4,381,044
Rehabilitation services	416,652		322,268
Other services	93,216		44,814
Corporate and eliminations	281,855		393,282
Total assets	$	6,031,356	$	5,141,408

(6) Property and Equipment

Property and equipment consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands):

	March 31, 2015			December 31, 2014

Land, buildings and improvements	$	594,970		$	225,536
Capital lease land, buildings and improvements	913,814			910,820
Financing obligation land, buildings and improvements	2,549,389			2,526,792
Equipment, furniture and fixtures	411,446			276,983
Construction in progress	34,150			55,295

Gross property and equipment	4,503,769			3,995,426
Less: accumulated depreciation	(555,828		)	(502,176		)

Net property and equipment	$	3,947,941		$	3,493,250

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(7) Long-Term Debt

Long-term debt at March 31, 2015 and December 31, 2014 consisted of the following (in thousands):

	March 31, 2015			December 31, 2014

Revolving credit facility	$	250,000		$	254,500
Term loan facility, net of original issue discount of $10,400 at March 31, 2015 and $11,375 at December 31, 2014	219,964			219,297
Real estate bridge loan	360,000			—
HUD insured loans	100,845			—
Mortgages and other secured debt (recourse)	13,370			14,488
Mortgages and other secured debt (non recourse)	49,478			49,961

	993,657			538,246
Less:
Current installments of long-term debt	(12,746		)	(12,518		)

Long-term debt	$	980,911		$	525,728

Revolving Credit Facilities

In connection with the Combination, on February 2, 2015 the Company entered into new revolving credit facilities and terminated its former revolving credit facilities. The new revolving credit facilities (the Revolving Credit Facilities) consist of a senior secured, asset-based revolving credit facility of up to $550 million under three separate tranches: Tranche A-1, Tranche A-2 and FILO Tranche. Interest accrues at a per annum rate equal to either (x) a base rate (calculated as the highest of the (i) prime rate, (ii) the federal funds rate plus 3.00%, or (iii) LIBOR plus the excess of the applicable margin between LIBOR loans and base rate loans) plus an applicable margin or (y) LIBOR plus an applicable margin. The applicable margin is based on the level of commitments for all three tranches, and in regards to LIBOR loans (i) for Tranche A-1 ranges from 3.25% to 2.75%; (ii) for Tranche A-2 ranges from 3.00% to 2.50%; and (iii) for FILO Tranche is 5.00%. The Revolving Credit Facilities mature on February 2, 2020, provided that if the Term Loan Facility (defined below) or the Real Estate Bridge Loan (defined below) is not refinanced with longer term debt or their terms not extended prior to their current maturities of December 4, 2017 and August 27, 2017, respectively, the Revolving Credit Facilities will mature 90 days prior to such maturity date, as applicable. Borrowing levels under the Revolving Credit Facilities are limited to a borrowing base that is computed based upon the level of the Company’s eligible accounts receivable, as defined. In addition to paying interest on the outstanding principal borrowed under the Revolving Credit Facilities, the Company is required to pay a commitment fee to the lenders for any unutilized commitments. The commitment fee rate ranges from 0.375% per annum to 0.50% depending upon the level of unused commitment.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Borrowings and interest rates under the three tranches were as follows at March 31, 2015:

			Weighted
			Average
Revolving credit facility	Borrowings		Interest
FILO tranche	$	25,000	5.36	%
Tranche A-1	150,000		3.28	%
Tranche A-2	75,000		2.76	%
	$	250,000	3.33	%

As of March 31, 2015, the Company had outstanding borrowings under the Revolving Credit Facilities of $250.0 million and had $109.2 million of drawn letters of credit securing insurance and lease obligations, leaving the Company with approximately $165.8 million of available borrowing capacity under the revolving credit facilities.

Term Loan Facility

Prior to the Combination, FC-GEN and certain of its subsidiaries became a party to a five-year term loan facility (the Term Loan Facility). The Term Loan Facility is secured by a first priority lien on the membership interests in the Company and on substantially all of the Company’s and its subsidiaries’ assets other than collateral held on a first priority basis by the Revolving Credit Facilities lender. Borrowings under the Term Loan Facility bear interest at a rate per annum equal to the applicable margin plus, at the Company’s option, either (x) LIBOR or (y) a base rate determined by reference to the highest of (i) the lender defined prime rate, (ii) the federal funds rate effective plus one half of one percent and (iii) LIBOR described in subclause (x) plus 1.0%. LIBOR based loans are subject to an interest rate floor of 1.5% and base rate loans are subject to a floor of 2.5%. The Term Loan Facility matures on December 4, 2017. On September 25, 2014, FC-GEN entered into an amendment to the Term Loan Facility providing for changes to the financial covenants and other provisions allowing for and accommodating the Combination. On February 2, 2015, the amendment to the Term Loan Facility became effective. The Term Loan Facility currently has an outstanding principal balance of $230.4 million. Base rate borrowings under the Term Loan Facility bore interest of approximately 10.75% at March 31, 2015. One-month LIBOR borrowings under the Term Loan Facility bore interest of approximately 10.0% at March 31, 2015.

Principal payments for the three months ended March 31, 2015 were $0.3 million. The Term Loan Facility amortizes at a rate of 5% per annum. The lenders have the right to elect ratable principal payments or defer principal recoupment until the end of the term.

Real Estate Bridge Loan

In connection with the Combination on February 2, 2015, the Company entered into a $360.0 million real estate bridge loan (the Real Estate Bridge Loan), which is secured by a mortgage lien on the real property of 67 facilities and a second lien on certain receivables of the operators of such facilities. The Real Estate Bridge Loan is subject to a 24-month term with two extension options of 90-days each and accrues interest at a rate equal to LIBOR, plus 6.75%, plus an additional margin that ranges up to 7.00% based on the aggregate number of days the Real Estate Bridge Loan is outstanding. The interest rate is also subject to a LIBOR interest rate floor of 0.5%. The Real Estate Bridge Loan bore interest of 7.25% at March 31, 2015. The Real Estate Bridge Loan is subject to payments of interest only during the term with a balloon payment due at maturity, provided, that to the extent the subsidiaries receive any net proceeds from the sale and / or refinance of the underlying facilities such net proceeds are required to be used to repay the outstanding

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

principal balance of the Real Estate Bridge Loan. The proceeds of the Real Estate Bridge Loan were used to repay Skilled’s first lien senior secured term loan, repay Skilled’s mortgage loans and asset based revolving credit facility with MidCap Financial with excess proceeds used to fund direct costs of the Combination with the Company. The Real Estate Bridge Loan has an outstanding principal balance of $360.0 million at March 31, 2015.

The Revolving Credit Facilities, the Term Loan and Real Estate Bridge Loan (collectively, the Credit Facilities) each contain a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company and its subsidiaries. The Credit Facilities also require the Company to meet defined financial covenants, including interest coverage ratio, a maximum consolidated net leverage ratio and a minimum consolidated fixed charge coverage ratio, all as defined in the applicable agreements. The Credit Facilities also contain other customary covenants and events of default. At March 31, 2015, the Company was in compliance with its covenants.

HUD Insured Loans

In connection with the Combination on February 2, 2015, the Company assumed certain obligations under 10 loans insured by HUD. The loans are secured by 10 of the Company’s skilled nursing facilities that were acquired in the Combination. The HUD insured loans have an average all in interest rate of approximately 5.3% and an original amortization term of 30 to 35 years. As of March 31, 2015 the HUD insured loans have a combined aggregate principal balance of $100.8 million including a $14.9 million debt premium established in purchase accounting in connection with the Combination.

These mortgages have an average remaining term of 33 years with fixed interest rates ranging from 3.4% to 4.6% and a weighted average interest rate of 4.2%. Depending on the mortgage agreement, prepayments are generally allowed only after 12 months from the inception of the mortgage. Prepayments are subject to a penalty of 10% of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1% until no penalty is required. Any further HUD insured mortgages will require additional HUD approval.

All HUD-insured mortgages are non-recourse loans to the Company. All mortgages are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of March 31, 2015, the Company has total escrow reserve funds of $4.9 million with the loan servicer that are reported within prepaid expenses.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Other Debt

Mortgages and other secured debt (recourse). The Company carries two mortgage loans on two of its corporate office buildings. The Company has an outstanding note payable for an acquired facility. The loans are secured by the underlying real property and have fixed or variable rates of interest ranging from 1.9% to 6.0% at March 31, 2015, with maturity dates ranging from 2018 to 2019.

Mortgages and other secured debt (non-recourse). Loans are carried by certain of the Company’s consolidated joint ventures. The loans consist principally of revenue bonds and secured bank loans. Loans are secured by the underlying real and personal property of individual facilities and have fixed or variable rates of interest ranging from 2.5% to 21.9% at March 31, 2015, with maturity dates ranging from 2018 to 2036. Loans are labeled “non-recourse” because neither the Company nor any of its wholly owned subsidiaries is obligated to perform under the respective loan agreements.

The maturity of total debt of $993.7 million at March 31, 2015 is as follows (in thousands):

Twelve months ending March 31,
2016	$	12,829
2017	372,972
2018	218,687
2019	13,842
2020	254,380
Thereafter	120,947
Total debt payments	$	993,657

(8) Leases and Lease Commitments

The Company leases certain facilities under capital and operating leases. Future minimum payments for the next five years and thereafter under such leases at March 31, 2015 are as follows (in thousands):

Twelve months ending March 31,	Capital Leases			Operating Leases

2016	$	91,697		$	143,415
2017	93,871			143,002
2018	96,088			136,130
2019	98,455			132,616
2020	100,924			131,259
Thereafter	3,027,741			373,463
Total future minimum lease payments	3,508,776			$	1,059,885
Less amount representing interest	(2,500,217		)
Capital lease obligation	1,008,559
Less current portion	(3,004		)
Long-term capital lease obligation	$	1,005,555

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Capital Lease Obligations

The capital lease obligations represent the present value of minimum lease payments under such capital lease and cease use arrangements and bear imputed interest at rates ranging from 3.5% to 12.8% at March 31, 2015, and mature at dates ranging from 2015 to 2045.

Deferred Lease Balances

At March 31, 2015 and December 31, 2014, the Company had $64.1 million and $47.8 million, respectively, of favorable leases net of accumulated amortization, included in other identifiable intangible assets, and $41.3 million and $31.4 million, respectively, of unfavorable leases net of accumulated amortization included in other long-term liabilities on the consolidated balance sheet. Favorable and unfavorable lease assets and liabilities, respectively, arise through the acquisition of leases in place which requires those contracts be recorded at their then fair value. The fair value of a lease is determined through a comparison of the actual rental rate with rental rates prevalent for similar assets in similar markets. A favorable lease asset to the Company represents a rental stream that is below market, and conversely an unfavorable lease is one with cost above market rates. These assets and liabilities amortize as lease expense over the remaining term of the respective leases on a straight-line basis. At March 31, 2015 and December 31, 2014, the Company had $21.8 million and $20.6 million, respectively, of deferred straight-line rent balances included in other long-term liabilities on the consolidated balance sheet.

Lease Covenants

Certain lease agreements contain a number of restrictive covenants that, among other things and subject to certain exceptions, impose operating and financial restrictions on the Company and its subsidiaries. These leases also require the Company to meet defined financial covenants, including a minimum level of consolidated liquidity, a maximum consolidated net leverage ratio, a minimum consolidated fixed charge coverage and a minimum level of tangible net worth. At March 31, 2015, the Company was in compliance with its covenants under its lease arrangements.

In connection with the Combination on February 2, 2015, the Company and certain of its lessors amended the existing lease agreements. These amendments modified certain financial covenants to reflect the combined company. There were no other significant changes to the lease agreements in the reporting period.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(9) Financing Obligation

Future minimum payments for the next five years and thereafter under leases classified as financing obligations at March 31, 2015 are as follows (in thousands):

Twelve months ending March 31,

2016	$	262,053
2017	270,608
2018	278,319
2019	286,253
2020	294,241
Thereafter	9,887,841
Total future minimum lease payments	11,279,315
Less amount representing interest	(8,349,219		)
Financing obligation	$	2,930,096
Less current portion	(1,098		)
Long-term financing obligation	$	2,928,998

(10) Income Taxes

Upon completion of the Combination, the Company effectively owns 58% of FC-GEN, an entity taxed as a partnership for U.S. income tax purposes. This is the Company’s only source of taxable income. The transaction did not materially impact the percentage of pre-tax income taxed as corporate income.

For the three months ended March 31, 2015, the Company recorded an income tax benefit of $5.6 million from continuing operations representing an effective tax rate of 4.6% compared to an income tax benefit of $2.8 million from continuing operations, representing an effective tax rate of 6.3% for the same period in 2014. The 1.7% decrease in the effective tax rate is attributable to a higher amount of projected U.S. federal tax credits for the 2015 tax year and the write-off of a portion of deferred tax assets on U.S. federal and state net operating losses. The write-off is a result of a more restrictive change of ownership limitation under IRC Section 382 by which a taxpayer is limited to a certain amount of net operating losses it can utilize in a given tax year.

Exchange Rights and Tax Receivable Agreement

Following the Combination, the owners of FC-GEN will have the right to exchange their membership interests in FC-GEN for shares of Class A Common Stock of the Company or cash, at the Company’s option. As a result of such exchanges, the Company’s membership interest in FC-GEN will increase and its purchase price will be reflected in its share of the tax basis of FC-GEN’s tangible and intangible assets. Any resulting increases in tax basis are likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase would also decrease gain (or increase loss) on future dispositions of the effected assets.

Concurrent with the Combination, the Company entered into a tax receivable agreement (TRA) with the owners of FC-GEN. The agreement provides for the payment by the Company to the owners of FC-GEN of 90% of the cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) the increases in tax

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

basis attributable to the owners of FC-GEN and (ii) tax benefits related to imputed interest deemed to be paid by the Company as a result of the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the owners of FC-GEN generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no such increase in tax basis.

Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:

· the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of FC-GEN and its subsidiaries at the time of each exchange, which fair value may fluctuate over time;

· the price of shares of Company Class A Stock at the time of the exchange—the increase in any tax deductions, and the tax basis increase in other assets of FC-GEN and its subsidiaries is directly proportional to the price of shares of Company Class A Stock at the time of the exchange;

· the amount and timing of the Company’s income—the Company is required to pay 90% of the deemed benefits as and when deemed realized. If FC-GEN does not have taxable income, the Company is generally not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA; and

· future tax rates of jurisdictions in which the Company has tax liability.

The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, FC-GEN (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, FC-GEN could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if FC-GEN elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits.

Payments generally are due under the TRA within a specified period of time following the filing of FC-GEN’s U.S. federal and state income tax return for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that FC-GEN will determine. Although FC-GEN does not expect the IRS to challenge the Company’s tax reporting positions, FC-GEN will not be reimbursed for any overpayments previously made under the TRA, but any overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that FC-GEN actually realizes in respect of the tax attributes subject to the TRA.

The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings.

(11) Commitments and Contingencies

Loss Reserves For Certain Self-Insured Programs

General and Professional Liability and Workers’ Compensation

The Company self-insures for certain insurable risks, including general and professional liabilities and workers’ compensation liabilities through the use of self-insurance or retrospective and self-funded insurance policies and other hybrid policies, which vary among states in which the Company operates, including wholly owned captive insurance subsidiaries, to provide for potential liabilities for general and professional liability claims and workers’ compensation claims. Policies are typically written for a duration of twelve months and are measured on a “claims made” basis. Regarding workers’ compensation, the Company self-insures to its deductible and purchases statutory required insurance coverage in excess of its deductible. There is a risk that amounts funded to the Company’s self-insurance programs may not be sufficient to respond to all claims asserted under those programs. Insurance reserves represent estimates of future claims payments. This liability includes an estimate of the development of reported losses and losses incurred but not reported. Provisions for changes in insurance reserves are made in the period of the related coverage. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks.

The Company’s management employs its judgment and periodically independent actuarial analysis in determining the adequacy of certain self-insured workers’ compensation and general and professional liability obligations recorded as liabilities in the Company’s financial statements. The Company evaluates the adequacy of its self-insurance reserves on a quarterly basis or more often when it is aware of changes to its incurred loss patterns that could impact the accuracy of those reserves. The methods of making such estimates and establishing the resulting reserves are reviewed periodically and are based on historical paid claims information and nationwide nursing home trends. The foundation for most of these methods is the Company’s actual historical reported and/or paid loss data, over which it has effective internal controls. Any adjustments resulting therefrom are reflected in current earnings. Claims are paid over varying periods, and future payments may be different than the estimated reserves.

The Company utilizes third-party administrators (TPAs) to process claims and to provide it with the data utilized in its assessments of reserve adequacy. The TPAs are under the oversight of the Company’s in-house risk management and legal functions. These functions ensure that the claims are properly administered so that the historical data is reliable for estimation purposes. Case reserves, which are approved by the Company’s legal and risk management departments, are determined based on an estimate of the ultimate settlement and/or ultimate loss exposure of individual claims.

The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns using a discount rate of approximately 1% for each policy period presented. The discount rate for the 2015 policy year is 0.8%. The discount rates are based upon the risk-free rate for the appropriate duration for the respective policy year. The removal of discounting would have resulted in an increased reserve for workers’ compensation risks of $5.7 million and $4.8 million as of March 31, 2015 and December 31, 2014, respectively. The reserves for general and professional liability are recorded on an undiscounted basis.

The provision for general and professional liability risks totaled $26.2 million and $22.4 million for the three months ended March 31, 2015 and 2014, respectively. The reserves for general and professional liability were $320.5 million and $288.2 million as of March 31, 2015 and December 31, 2014, respectively.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The provision for loss for workers’ compensation risks totaled $18.0 million and $15.0 million for the three months ended March 31, 2015 and 2014, respectively. The reserves for workers’ compensation risks were $224.7 million and $198.0 million as of March 31, 2015 and December 31, 2014, respectively.

Health Insurance

The Company offers employees an option to participate in self-insured health plans. Health insurance claims are paid as they are submitted to the plans’ administrators. The Company maintains an accrual for claims that have been incurred but not yet reported to the plans’ administrators and therefore have not yet been paid. The liability for the self-insured health plan is recorded in accrued compensation in the consolidated balance sheets. Although management believes that the amounts provided in the Company’s consolidated financial statements are adequate and reasonable, there can be no assurances that the ultimate liability for such self-insured risks will not exceed management’s estimates.

Legal Proceedings

The Company is a party to litigation and regulatory investigations arising in the ordinary course of business. With the exception of the specific matters noted below, management does not believe the results of such litigation and regulatory investigations, even if the outcome is unfavorable, would have a material adverse effect on the results of operations, financial position or cash flows of the Company.

Creekside Hospice Litigation

On August 2, 2013, the United States Attorney for the District of Nevada and the Civil Division of the U.S. Department of Justice (the DOJ) informed the Company that its Civil Division was investigating Skilled, as well as its subsidiary, Creekside Hospice II, LLC, for possible violations of federal and state healthcare fraud and abuse laws and regulations. Those laws could have included the federal False Claims Act (FCA) and the Nevada False Claims Act (NFCA). The FCA provides for civil and administrative fines and penalties, plus treble damages. The NFCA provides for similar fines and penalties, including treble damages. Violations of those federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs.

On or about August 6, 2014, in relation to the investigation the DOJ filed a notice of intervention in two pending qui tam proceedings filed by private party relators under the FCA and the NFCA and advised that it intends to take over the actions. The DOJ filed its complaint in intervention on November 25, 2014, against Creekside, Skilled Healthcare Group, Inc., and Skilled Healthcare, LLC, asserting, among other things, that certain claims for hospice services provided by Creekside in the time period 2010 to 2013 did not meet Medicare requirements for reimbursement and are in violation of the civil False Claims Act. The DOJ is pursuing False Claims Act, NFCA, and federal common law claims remedies in an unspecified amount, with a request to treble provable damages and impose penalties per proved false claim in the amount ranging from $5,500 to $11,000 per claim, as applicable.

While the Company denies the allegations and will vigorously defend this action, including any portion of the action that the private party relators may continue to pursue, the Company has accrued $6.0 million as a contingent liability in connection with the matter. However, it could ultimately cost more than that amount to settle or otherwise resolve the matter(s), including to satisfy any judgment that might be rendered against the Company or Creekside Hospice if the litigation defense were ultimately unsuccessful.

Therapy Matters Investigation

In February 2015, representatives of the DOJ informed the Company that they are investigating and may pursue legal action against the Company and certain of its subsidiaries including Hallmark Rehabilitation GP, LLC for alleged

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

violations of the federal and state healthcare fraud and abuse laws and regulations related to the provision of therapy services at certain Skilled Healthcare facilities from 2005 through 2013. These laws could include the FCA and similar state laws. As noted above, the FCA provides for civil and administrative fines and penalties, including civil fines ranging from $5,500 to $11,000 per claim plus treble damages. Applicable state laws provide for similar penalties. Violations of these federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. Any damages, fines, penalties, other sanctions and costs that we may incur as a result of any federal and/or state suit could be significant and could have a material and adverse effect on our results of operations and financial condition. At this time, we cannot predict what effect, if any, the investigation or any potential claims arising under applicable federal or state laws and regulations could have on the Company. While the Company will continue to cooperate with the government’s investigation of the matter, the Company intends to vigorously defend against any legal action that may be brought in the matter.

Staffing Matters Investigation

On February 10, 2015, the DOJ informed the Company that it intends to pursue legal action against the Company and certain of its subsidiaries related to staffing and certain quality of care allegations related to the issues adjudicated against the Company and those subsidiaries in a previously disclosed class action lawsuit that Skilled settled in 2010. The laws under which the DOJ could seek to pursue legal action could include the FCA and similar state laws. As noted above, violations of the FCA or similar state laws and regulations could subject the Company and/or its subsidiaries to severe monetary and other penalties and remedies. Any damages, fines, penalties, other sanctions and costs that we may incur as a result of any federal or state suit could be significant and could have a material and adverse effect on our results of operations and financial condition. At this time, we cannot predict what effect, if any, the investigation or any potential claims arising under applicable federal or state laws and regulations could have on the Company. While the Company will continue to cooperate with the government’s evaluation of the matter, the Company intends to vigorously defend against any legal action that may be brought in the matter.

(12) Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and equivalents, restricted cash, trade accounts receivable, investments in marketable securities, accounts payable, short and long-term debt and derivative financial instruments.

The Company’s financial instruments, other than its trade accounts receivable and accounts payable, are spread across a number of large financial institutions whose credit ratings the Company monitors and believes do not currently carry a material risk of non-performance. Certain of the Company’s financial instruments, including its interest rate cap arrangements, contain an off-balance-sheet risk.

Recurring Fair Value Measures

Fair value is defined as an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as shown below. An instrument’s classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Level 1 —		Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 —		Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Level 3 —

Inputs that are unobservable for the asset or liability based on the Company’s own assumptions (about the assumptions market participants would use in pricing the asset or liability).

The tables below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

	Fair Value Measurements at Reporting Date Using
	March 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	2015		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and equivalents	$	95,708	$	95,708	$	—	$	—
Restricted cash and equivalents	39,134		39,134		—		—
Restricted investments in marketable securities	133,647		133,647		—		—

Total	$	268,489	$	268,489	$	—	$	—

	Fair Value Measurements at Reporting Date Using
	December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	2014		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and equivalents	$	87,548	$	87,548	$	—	$	—
Restricted cash and equivalents	36,390		36,390		—		—
Restricted investments in marketable securities	110,350		110,350		—		—

Total	$	234,288	$	234,288	$	—	$	—

The Company places its cash and equivalents and restricted investments in marketable securities in quality financial instruments and limits the amount invested in any one institution or in any one type of instrument. The Company has not experienced any significant losses on such investments.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Debt Instruments

The table below shows the carrying amounts and estimated fair values of the Company’s primary long-term debt instruments:

	March 31, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value

Revolving credit facility	$	250,000	$	250,000	$	254,500	$	254,500
Term loan facility, net of original issue discount of $10,400 at March 31, 2015 and $11,375 at December 31, 2014	219,964		223,996		219,297		229,677
Real estate bridge loan	360,000		360,000		—		—
HUD insured loans	100,845		100,845		—		—
Mortgages and other secured debt (recourse)	13,370		13,370		14,488		14,488
Mortgages and other secured debt (non recourse)	49,478		49,478		49,961		49,961

	$	993,657	$	997,689	$	538,246	$	548,626

The fair value of debt is based upon market prices or is computed using discounted cash flow analysis, based on the Company’s estimated borrowing rate at the end of each fiscal period presented. The Company believes that the inputs to the pricing models qualify as Level 2 measurements.

Non-Recurring Fair Value Measures

The Company recently applied the fair value measurement principles to certain of its non-recurring nonfinancial assets in connection with an impairment test.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the Company’s hierarchy for nonfinancial assets measured at fair value on a non-recurring basis (in thousands):

	Carrying Value March 31, 2015		Impairment Charges - Three Months Ended March 31, 2015
Assets:
Property and equipment, net	$	3,947,941	$	—
Goodwill	423,387		—
Intangible assets	233,181		—

	Carrying Value December 31, 2014		Impairment Charges - Three Months Ended March 31, 2014
Assets:
Property and equipment, net	$	3,493,250	$	—
Goodwill	169,681		—
Intangible assets	173,112		—

The fair value of tangible and intangible assets is determined using a discounted cash flow approach, which is a significant unobservable input (Level 3). The Company estimates the fair value using the income approach (which is a discounted cash flow technique). These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential.

Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows.

The Company estimated the fair value of acquired tangible and intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows.

The Company believes the estimates and assumptions used in the valuation methods are reasonable.

(13) Subsequent Events

On April 1, 2015, the Company amended a master lease agreement with a major landlord real estate investment trust. The amendment resulted in a one-time buyout of rent for eight previously closed facilities for a payment of $9.1 million. The Company has the option to close six other facilities over the next two years if certain conditions are met. The initial term of the lease was extended by two years expiring December 31, 2027.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition as of the dates and for the periods presented and should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q. Historical results may not indicate future performance. Our forward-looking statements, which reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2014, particularly in Item 1A, “Risk Factors,” which was filed with the Securities and Exchange Commission (the SEC) on February 20, 2015, and in our subsequent quarterly and current reports filed with the SEC after that date. As used in this Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations, the words, “we,” “our,” “us” and the “Company,” and similar terms, refer collectively to Genesis Healthcare, Inc. and its wholly-owned subsidiaries (Genesis), unless the context requires otherwise. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes included in this report, as well as the Genesis audited financial statements for the year ended December 31, 2014 filed with the SEC on Form 8-K/A on February 26, 2015 and the financial information and MD&A as of September 30, 2014 contained in the Schedule 14C Information Statement filed in connection with the Combination (defined below) on January 9, 2015.

All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,” “plans” or “prospect,” or the negative or other variations thereof or comparable terminology. They include, but are not limited to, statements about the Company’s expectations and beliefs regarding its future operations and financial performance. These forward-looking statements are based on current expectations and projections about future events, and there can be no assurance that they will be achieved or occur, in whole or in part, in the timeframes anticipated by the Company or at all. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those contained in Part I, Item 1A, “Risk Factors” of the Annual Report, and others that are discussed in this Form 10-Q and could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. Our business is also subject to the risks that affect many other companies, such as employment relations, natural disasters, general economic conditions and geopolitical events. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price. Any forward-looking statements contained herein are made only as of the date of this report. The Company disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements.

Business Overview

Genesis is a healthcare services company that through its subsidiaries owns and operates skilled nursing facilities, assisted living facilities, hospices, home health providers and a rehabilitation therapy business. We have an administrative service company that provides a full complement of administrative and consultative services that allows our affiliated operators and third-party operators with whom we contract to better focus on delivery of healthcare services. We provide inpatient services through 511 skilled nursing, assisted living and behavioral health centers located in 34 states. Revenues of our owned, leased and otherwise consolidated centers constitute approximately 85% of our revenues.

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We also provide a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by us, as well as by contract to healthcare facilities operated by others. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 12% of our revenues.

We provide an array of other specialty medical services, including management services, physician services, staffing services, hospice and home health services, and other healthcare related services, which comprise the balance of the Company’s revenues.

Recent Transactions

The Combination with Skilled

The following diagram depicts the organizational structure of us at the time of the Combination:

Upon completion of the Combination, we now operate under the name Genesis Healthcare, Inc. and our Class A common stock of the combined company continues to trade on the NYSE under the symbol “GEN”. Upon the closing of

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the Combination, the former owners of FC-GEN held 74.25% of the economic interests in the combined entity and the former shareholders of Skilled held the remaining 25.75% of the economic interests in the combined entity post-transaction, in each case on a fully-diluted, as-exchanged and as-converted basis. Under applicable accounting standards, FC-GEN was the accounting acquirer in the Combination, which was treated as a reverse acquisition. The acquisition method has been applied to the Combination based on Skilled’s stock price (level 1 valuation technique - quoted prices in active markets for identical assets or liabilities) as of the acquisition date. The consideration has been allocated to the legacy Skilled business that was acquired on the acquisition date with the excess consideration over the fair value of the net assets acquired recognized as goodwill. As of the effective date of the Combination, FC-GEN’s assets and liabilities remained at their historical costs.

Because FC-GEN’s pre-transaction owners held an approximately 58% direct controlling interest in Skilled and a 74.25% economic and voting interest in the combined company, FC-GEN is considered to be the acquirer of Skilled for accounting purposes. Following the closing of the Combination, the combined results of Skilled and FC-GEN are consolidated with approximately 42% direct noncontrolling economic interest shown as noncontrolling interest in the financial statements of the combined entity. The 42% direct noncontrolling economic interest is in the form of membership units that are exchangeable on a 1 to 1 basis to public shares of ours. The 42% direct noncontrolling economic interest will continue to decrease as membership units are converted to public shares of ours.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers , (ASU 2014-09) which changes the requirements for recognizing revenue when entities enter into contracts with customers. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. We are still evaluating the effect, if any, ASU 2014-09 will have on our consolidated financial condition and results of operations.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , (ASU 2015-03). This ASU requires an entity to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The costs will continue to be amortized to interest expense using the effective interest method. The adoption of ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. This ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of ASU No. 2015-03 is not expected to have a material impact on our consolidated financial condition and results of operations.

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Key Financial Performance Indicators

In order to compare our financial performance between periods, we assess certain key performance indicators for each of our operating segments separately for the periods presented.

The following is a glossary of terms for some of our key performance indicators and non-GAAP measures:

“Actual Patient Days” is defined as the number of residents occupying a bed (or units in the case of an assisted living center) for one qualifying day in that period;

“Adjusted EBITDA” is defined as EBITDA adjusted for (1) the conversion to cash basis leases (2) newly acquired or constructed businesses with start-up losses and (3) other adjustments. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with, non-GAAP measures.

“Adjusted EBITDAR” is defined as EBITDAR adjusted for (1) the conversion to cash basis leases (2) newly acquired or constructed businesses with start-up losses and (3) other adjustments. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with, non-GAAP measures.

“Available Patient Days” is defined as the number of available beds (or units in the case of an assisted living center) multiplied by the number of days in that period;

“Average Daily Census” or “ADC” is the number of residents occupying a bed (or units in the case of an assisted living center) over a period of time, divided by the number of calendar days in that period;

“EBITDA” is defined as EBITDAR less lease expense. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with non-GAAP measures.

“EBITDAR” is defined as net income or loss before depreciation and amortization expense, interest expense, lease expense, loss (gain) on extinguishment of debt, other (income) loss, transaction costs, long-lived asset impairment, income tax expense (benefit) and loss from discontinued operations. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with non-GAAP measures.

“Insurance” refers collectively to commercial insurance and managed care payor sources, but does not include managed care payers serving Medicaid residents, which are included in the Medicaid category;

“Occupancy Percentage” is measured as the percentage of Actual Patient Days relative to the Available Patient Days;

“Skilled Mix” refers collectively to Medicare and Insurance payor sources.

“Therapist Efficiency” is computed by dividing billable labor minutes related to patient care by total labor minutes for the period.

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Key performance indicators for our businesses are set forth below, followed by a comparison and analysis of our financial results:

GENESIS HEALTHCARE, INC.

KEY FINANCIAL PERFORMANCE INDICATORS

(UNAUDITED)

	Three months ended March 31,
	2015		2014
	(In thousands)

Financial Results
EBITDAR	$	175,347	$	148,255
EBITDA	138,928		115,456
Adjusted EBITDAR	177,803		151,451
Adjusted EBITDA	60,425		41,524

INPATIENT SEGMENT:

	Three months ended March 31,
	2015			2014

Occupancy Statistics - Inpatient
Available licensed beds in service at end of period	56,672			46,499
Available operating beds in service at end of period	54,890			45,077
Available patient days based on licensed beds	4,776,173			4,189,124
Available patient days based on operating beds	4,628,881			4,060,428
Actual patient days	4,088,847			3,632,068
Occupancy percentage - licensed beds	85.6		%	86.7		%
Occupancy percentage - operating beds	88.3		%	89.5		%
Skilled mix	22.9		%	22.2		%
Average daily census	45,432			40,356

Revenue per patient day (skilled nursing facilities)
Medicare Part A	$	500		$	491
Medicare total (including Part B)	533			530
Insurance	438			446
Private and other	314			321
Medicaid	215			213
Medicaid (net of provider taxes)	194			192
Weighted average (net of provider taxes)	$	273		$	271

Patient days by payor (skilled nursing facilities)
Medicare	579,898			530,298
Insurance	287,759			224,287
Total skilled mix days	867,657			754,585
Private and other	286,586			241,623
Medicaid	2,646,502			2,399,760
Total Days	3,800,745			3,395,968

Patient days as a percentage of total patient days (skilled nursing facilities)
Medicare	15.3		%	15.6		%
Insurance	7.6		%	6.6		%
Skilled mix	22.9		%	22.2		%
Private and other	7.5		%	7.1		%
Medicaid	69.6		%	70.7		%
Total	100.0		%	100.0		%

Facilities at end of period
Skilled nursing facilities
Leased	382			357
Owned	32			2
Joint Venture	5			5
Managed *	36			14
Total skilled nursing facilities	455			378
Total licensed beds	55,365			46,106

Assisted living facilities:
Leased	29			27
Owned	22			1
Joint Venture	1			1
Managed	4			4
Total assisted living facilities	56			33
Total licensed beds	3,952			2,731
Total facilities	511			411

Total Jointly Owned and Managed— (Unconsolidated)	18			17

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REHABILITATION THERAPY SEGMENT:

	Three months ended March 31,
	2015			2014

Revenue mix %:
Company-operated	39		%	37		%
Non-affiliated	61		%	63		%
Sites of service (at end of period)	1,569			1,385
Revenue per site	$	168,751		$	174,095
Therapist efficiency %	69		%	70		%

* Includes 20 facilities located in Texas for which the real estate is owned by Genesis.

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Reasons for Non-GAAP Financial Disclosure

The following discussion includes references to EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. For purposes of SEC Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position and cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable financial measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable financial measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, we have provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

We believe the presentation of EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA provides useful information to investors regarding our results of operations because these financial measures are useful for trending, analyzing and benchmarking the performance and value of our business. By excluding certain expenses and other items that may not be indicative of our core business operating results, these non-GAAP financial measures:

· allow investors to evaluate our performance from management’s perspective, resulting in greater transparency with respect to supplemental information used by us in our financial and operational decision making;

· facilitate comparisons with prior periods and reflect the principal basis on which management monitors financial performance;

· facilitate comparisons with the performance of others in the post-acute industry;

· provide better transparency as to the relationship each reporting period between our cash basis lease expense and the level of operating earnings available to fund lease expense; and

· allow investors to view our financial performance and condition in the same manner its significant landlords and lenders require us to report financial information to them in connection with determining our compliance with financial covenants.

We use EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA primarily as performance measures and believe that the GAAP financial measure most directly comparable to them is net income (loss). We use EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA as measures to assess the relative performance of our operating businesses, as well as the employees responsible for operating such businesses. EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA are useful in this regard because they do not include such costs as interest expense, income taxes and depreciation and amortization expense which may vary from business unit to business unit depending upon such factors as the method used to finance the original purchase of the business unit or the tax law in the state in which a business unit operates. By excluding such factors when measuring financial performance, many of which are outside of the control of the employees responsible for operating our business units, we are better able to evaluate the operating performance of the business unit and the employees responsible for business unit performance. Consequently, we use these non-GAAP measures to determine the extent to which our employees have met performance goals, and therefore may or may not be eligible for incentive compensation awards.

We also use EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA in our annual budget process. We believe these non-GAAP measures facilitate internal comparisons to historical operating performance of prior periods and external comparisons to competitors’ historical operating performance. The presentation of these non-GAAP financial measures is consistent with our past practice and we believe these measures further enable investors and analysts to compare current non-GAAP measures with non-GAAP measures presented in prior periods.

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Although we use EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA as financial measures to assess the performance of our business, the use of these non-GAAP measures is limited because they do not consider certain material costs necessary to operate the business. These costs include our lease expense (only in the case of EBITDAR and Adjusted EBITDAR), the cost to service debt, the depreciation and amortization associated with our long-lived assets, losses (gains) on extinguishment of debt, transaction costs, long-lived asset impairment charges, federal and state income tax expenses, the operating results of our discontinued businesses and the income or loss attributed to non-controlling interests. Because EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA do not consider these important elements of our cost structure, a user of our financial information who relies on EBITDAR, Adjusted EBITDAR, EBITDA or Adjusted EBITDA as the only measures of our performance could draw an incomplete or misleading conclusion regarding our financial performance. Consequently, a user of our financial information should consider net income (loss) as an important measure of its financial performance because it provides the most complete measure of our performance.

Other companies may define EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA differently and, as a result, our non-GAAP measures may not be directly comparable to those of other companies. EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA do not represent net income (loss), as defined by GAAP. EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA should be considered in addition to, not a substitute for, or superior to, GAAP financial measures.

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The following tables provide reconciliations to EBITDAR, Adjusted EBITDAR, EBITDA and Adjusted EBITDA from net income (loss) the most directly comparable financial measure presented in accordance with GAAP:

GENESIS HEALTHCARE, INC.

RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	As reported			Adjustments												As adjusted
	Three months ended March 31, 2015			Conversion to cash basis leases (a)			Newly acquired or constructed businesses with start-up losses (b)			Other adjustments (c)			Total adjustments			Three months ended March 31, 2015

Net revenues	$	1,343,001		$	—		$	(12,383	)	$	620		$	(11,763	)	$	1,331,238

Salaries, wages and benefits	819,938			—			(7,066		)	(1,683		)	(8,749		)	811,189
Other operating expenses	348,285			—			(5,470		)	—			(5,470		)	342,815
Lease expense	36,419			83,908			(2,949		)	—			80,959			117,378
Depreciation and amortization expense	59,933			(33,592		)	(1,244		)	—			(34,836		)	25,097
Interest expense	121,313			(102,334		)	(32		)	—			(102,366		)	18,947
Loss on extinguishment of debt	3,234			—			—			(3,234		)	(3,234		)	—
Other income	(7,611		)	—			—			7,611			7,611			—
Investment income	(416		)	—			—			—			—			(416		)
Transaction costs	86,069			—			—			(86,069		)	(86,069		)	—
Equity in net income of unconsolidated affiliates	(153		)	—			—			—			—			(153		)
(Loss) income before income tax benefit	$	(124,010	)	$	52,018		$	4,378		$	83,995		$	140,391		$	16,381
Income tax (benefit) expense	(5,648		)	12,074			1,016			19,497			32,587			26,939
(Loss) income from continuing operations	$	(118,362	)	$	39,944		$	3,362		$	64,498		$	107,804		$	(10,558	)
Loss (income) from discontinued operations, net of taxes	(112		)	460			—			—			460			348
Net (loss) income attributable to noncontrolling interests	(5,684		)	14,555			1,225			23,502			39,282			33,598

Net (loss) income attributable to Genesis Healthcare, Inc.	$	(112,566	)	$	24,929		$	2,137		$	40,996		$	68,062		$	(44,504	)

Depreciation and amortization expense	59,933			(33,592		)	(1,244		)	—			(34,836		)	25,097
Interest expense	121,313			(102,334		)	(32		)	—			(102,366		)	18,947
Loss on extinguishment of debt	3,234			—			—			(3,234		)	(3,234		)	—
Other income	(7,611		)	—			—			7,611			7,611			—
Transaction costs	86,069			—			—			(86,069		)	(86,069		)	—
Income tax (benefit) expense	(5,648		)	12,074			1,016			19,497			32,587			26,939
Loss (income) from discontinued operations, net of taxes	(112		)	460			—			—			460			348
Net (loss) income attributable to noncontrolling interests	(5,684		)	14,555			1,225			23,502			39,282			33,598

EBITDA / Adjusted EBITDA	$	138,928		$	(83,908	)	$	3,102		$	2,303		$	(78,503	)	$	60,425
Lease expense	36,419			83,908			(2,949		)	—			80,959			117,378

EBITDAR / Adjusted EBITDAR	$	175,347		$	—		$	153		$	2,303		$	2,456		$	177,803

(Loss) income per common share:

Diluted:

Weighted average shares outstanding for diluted (loss) income from continuing operations per share (d)	75,234

Diluted net (loss) income from continuing operations per share (e)	$	(1.50	)

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GENESIS HEALTHCARE, INC.

RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	As reported			Adjustments												As adjusted
	Three months ended March 31, 2014			Conversion to cash basis leases (a)			Newly acquired or constructed businesses with start-up losses (b)			Other adjustments (c)			Total adjustments			Three months ended March 31, 2014

Net revenues	$	1,186,544		$	—		$	(2,884	)	$	1,167		$	(1,717	)	$	1,184,827
				—
Salaries, wages and benefits	746,490			—			(1,742		)	(1,800		)	(3,542		)	742,948
Other operating expenses	292,698			—			(1,252		)	(119		)	(1,371		)	291,327
Lease expense	32,799			77,563			(435		)	—			77,128			109,927
Depreciation and amortization expense	47,500			(31,868		)	(51		)	—			(31,919		)	15,581
Interest expense	108,750			(95,408		)	—			—			(95,408		)	13,342
Loss on extinguishment of debt	499			—			—			(499		)	(499		)	—
Investment income	(943		)	—			—			—			—			(943		)
Transaction costs	2,249			—			—			(2,249		)	(2,249		)	—
Equity in net loss (income) of unconsolidated affiliates	44			—			—			—			—			44
(Loss) income before income tax benefit	$	(43,542	)	$	49,713		$	596		$	5,834		$	56,143		$	12,601
Income tax (benefit) expense	(2,754		)	3,142			38			369			3,549			795
(Loss) income from continuing operations	$	(40,788	)	$	46,571		$	558		$	5,465		$	52,594		$	11,806
Loss (income) from discontinued operations, net of taxes	3,194			(1,527		)	—			—			(1,527		)	1,667
Net loss attributable to noncontrolling interests	185			—			—			—			—			185

Net (loss) income attributable to Genesis Healthcare, Inc.	$	(44,167	)	$	48,098		$	558		$	5,465		$	54,121		$	9,954

Depreciation and amortization expense	47,500			(31,868		)	(51		)	—			(31,919		)	15,581
Interest expense	108,750			(95,408		)	—			—			(95,408		)	13,342
Loss on extinguishment of debt	499			—			—			(499		)	(499		)	—
Transaction costs	2,249			—			—			(2,249		)	(2,249		)	—
Income tax (benefit) expense	(2,754		)	3,142			38			369			3,549			795
Loss (income) from discontinued operations, net of taxes	3,194			(1,527		)	—			—			(1,527		)	1,667
Net income attributable to noncontrolling interests	185			—			—			—			—			185

EBITDA / Adjusted EBITDA	$	115,456		$	(77,563	)	$	545		$	3,086		$	(73,932	)	$	41,524
Lease expense	32,799			77,563			(435		)	—			77,128			109,927

EBITDAR / Adjusted EBITDAR	$	148,255		$	—		$	110		$	3,086		$	3,196		$	151,451

Loss per common share:

Diluted:

Weighted average shares outstanding for diluted (loss) income from continuing operations per share (d)	49,865

Diluted net (loss) income from continuing operations per share (e)	$	(0.82	)

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(a) Our leases are classified as either operating leases, capital leases or financing obligations pursuant to applicable guidance under U.S. GAAP. We view the primary provisions and economics of these leases, regardless of their accounting treatment, as being nearly identical. Virtually all of our leases are structured with triple net terms, have fixed annual rent escalators and have long-term initial maturities with renewal options. Accordingly, in connection with our evaluation of the financial performance of the Company, we reclassify all of our leases to operating lease treatment and reflect lease expense on a cash basis. This approach allows us to better understand the relationship in each reporting period of our operating performance, as measured by EBITDAR and Adjusted EBITDAR, to the cash basis obligations to our landlords in that reporting period, regardless of the lease accounting treatment. This presentation and approach is also consistent with the financial reporting and covenant compliance requirements contained in all of our major lease and loan agreements. The following table summarizes the reclassification adjustments necessary to present all leases as operating leases on a cash basis:

	Three months ended March 31,
	2015			2014
	(in thousands)
Lease expense:
Cash rent - capital leases	$	22,925		$	22,325
Cash rent - financing obligations	62,770			58,535
Non-cash - operating lease arrangements	(1,787		)	(3,297		)
Lease expense adjustments	$	83,908		$	77,563

Depreciation and amortization expense:
Capital lease accounting	$	(8,779	)	$	(8,999	)
Financing obligation accounting	(24,813		)	(22,869		)
Depreciation and amortization expense adjustments	$	(33,592	)	$	(31,868	)

Interest expense:
Capital lease accounting	$	(25,486	)	$	(24,122	)
Financing obligation accounting	(76,848		)	(71,286		)
Interest expense adjustments	$	(102,334	)	$	(95,408	)

Total pre-tax lease accounting adjustments	$	(52,018	)	$	(49,713	)

(b) The acquisition and construction of new businesses has become an important element of our growth strategy. Many of the businesses we acquire have a history of operating losses and continue to generate operating losses in the months that follow our acquisition. Newly constructed or developed businesses also generate losses while in their start-up phase. We view these losses as both temporary and an expected component of our long-term investment in the new venture. We adjust these losses when computing Adjusted EBITDAR and Adjusted EBITDA in order to better evaluate the performance of our core business. The activities of such businesses are adjusted when computing Adjusted EBITDAR and Adjusted EBITDA until such time as a new business generates positive Adjusted EBITDA. The operating performance of new businesses are no longer adjusted when computing Adjusted EBITDAR and Adjusted EBITDA beginning the period in which a new business generates positive Adjusted EBITDA and all periods thereafter. There were seven acquired or newly constructed businesses eliminated from our reported results when computing adjusted results for the three months ended March 31, 2015 and 2014, respectively. The results for the three months ended March 31, 2015 were also adjusted for operational losses incurred for a rehabilitation services start-up in China.

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(c) Other adjustments represent costs or gains associated with transactions or events that we do not believe are reflective of our core recurring operating business. The following items were realized in the periods presented:

	Three months ended March 31,
	2015			2014
	(in thousands)
Severance and restructuring (1)	$	1,658		$	1,481
Regulatory defense and related costs (2)	645			1,455
New business development costs (3)	—			150
Transaction costs (4)	86,069			2,249
Loss on early extinguishment of debt	3,234			499
Other income (5)	(7,611		)	—
Tax benefit from total adjustments	(19,497		)	(369		)
Total other adjustments	$	64,498		$	5,465

(1) We incurred costs related to the termination, severance and restructuring of certain components of the Company’s business.

(2) We incurred legal defense and other related costs in connection with certain matters in dispute or under appeal with regulatory agencies.

(3) We incurred business development costs in connection with the evaluation and start-up of services outside our existing service offerings.

(4) We incurred costs associated with transactions including the combination with Skilled Healthcare Group, Inc. and other transactions.

(5) We realized a net gain on the sale of certain assets.

(d) Assumes 153.7 million diluted weighted average common shares outstanding and common stock equivalents on a fully exchanged basis.

(e) Pro forma adjusted income from continuing operations per share assumes a tax rate of 40%, and is computed as follows: Pro forma adjusted net income before income taxes of $17.6 million x (1 — 40% tax rate) divided by 153.7 million diluted weighted average shares on a fully exchanged basis.

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Results of Operations

A summary of our unaudited results of operations follows:

	Three Months Ended March 31,
	2015					2014					Increase / (Decrease)
	Revenue Dollars			Revenue Percentage		Revenue Dollars			Revenue Percentage		Dollars			Percentage
	(in thousands, except percentages)
Revenues:
Inpatient services:
Skilled Nursing facilities	$	1,104,990		82.3	%	$	969,502		81.7	%	$	135,488		14.0	%
Assisted living facilities	33,657			2.5	%	28,082			2.4	%	5,575			19.9	%
Administration of third party facilities	6,362			0.5	%	2,633			0.2	%	3,729			141.6	%
Elimination of administrative services	(4,192		)	-0.3	%	(464		)	0.0	%	(3,728		)	803.4	%
Inpatient services, net	1,140,817			84.9	%	999,753			84.3	%	141,064			14.1	%

Rehabilitation therapy services:
Total therapy services	263,051			19.6	%	255,324			21.5	%	7,727			3.0	%
Elimination intersegment rehabilitation therapy services	(105,906		)	-7.9	%	(98,347		)	-8.3	%	(7,559		)	7.7	%
Third party rehabilitation therapy services	157,145			11.7	%	156,977			13.2	%	168			0.1	%

Other services:
Total other services	52,546			3.9	%	35,951			3.0	%	16,595			46.2	%
Elimination intersegment other services	(7,507		)	-0.6	%	(6,137		)	-0.5	%	(1,370		)	22.3	%
Third party other services	45,039			3.4	%	29,814			2.5	%	15,225			51.1	%

Total revenue	$	1,343,001		100.0	%	$	1,186,544		100.0	%	$	156,457		13.2	%

	Three Months Ended March 31,
	2015					2014					Increase / (Decrease)
	Dollars			Margin Percentage		Dollars			Margin Percentage		Dollars			Percentage
	(in thousands, except percentages)
EBITDAR:
Inpatient services	$	183,369		16.0	%	$	152,235		15.2	%	$	31,443		20.7	%
Rehabilitation therapy services	29,028			11.0	%	30,245			11.8	%	(1,217		)	-4.0	%
Other services	4,018			7.6	%	1,315			3.7	%	2,703			205.5	%
Corporate and eliminations	(41,221		)	—		(35,541		)	—		(5,836		)	16.4	%

EBITDAR	$	175,194		13.1	%	$	148,254		12.5	%	$	27,093		18.3	%

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A summary of our unaudited condensed consolidating statement of operations follows:

	Three months ended March 31, 2015
	Inpatient Services			Rehabilitation Therapy Services		Other Services		Corporate			Eliminations			Consolidated
	(In thousands)
Net revenues	$	1,145,009		$	263,051	$	52,336	$	210		$	(117,605	)	$	1,343,001

Salaries, wages and benefits	542,692			214,797		33,244		29,205			—			819,938
Other operating expenses	419,306			19,226		15,074		12,283			(117,604		)	348,285
Lease expense	35,528			41		459		391			—			36,419
Depreciation and amortization expense	48,225			2,867		362		8,479			—			59,933
Interest expense	103,654			1		10		17,771			(123		)	121,313
Loss on extinguishment of debt	—			—		—		3,234			—			3,234
Investment income	(358		)	—		—		(181		)	123			(416		)
Other income	—			—		—		(7,611		)	—			(7,611		)
Transaction costs	371			—		—		85,698			—			86,069
Equity in net (income) loss of unconsolidated affiliates	(309		)	—		—		(220		)	376			(153		)

(Loss) income before income tax benefit	(4,100		)	26,119		3,187		(148,839		)	(377		)	(124,010		)
Income tax benefit	—			—		—		(5,648		)	—			(5,648		)
(Loss) income from continuing operations	$	(4,100	)	$	26,119	$	3,187	$	(143,191	)	$	(377	)	$	(118,362	)

	Three months ended March 31, 2014
	Inpatient Services			Rehabilitation Therapy Services		Other Services		Corporate			Eliminations			Consolidated
	(In thousands)
Net revenues	$	1,000,217		$	255,324	$	35,814	$	137		$	(104,948	)	$	1,186,544
Salaries, wages and benefits	491,072			206,149		24,039		25,230			—			746,490
Other operating expenses	357,623			18,930		10,460		10,633			(104,948		)	292,698
Lease expense	32,320			44		213		222			—			32,799
Depreciation and amortization expense	40,220			2,787		250		4,243			—			47,500
Interest expense	96,460			1		209		12,203			(123		)	108,750
Loss on extinguishment of debt	—			—		—		499			—			499
Investment income	(424		)	—		—		(642		)	123			(943		)
Transaction costs	—			—		—		2,249			—			2,249
Equity in net (income) loss of unconsolidated affiliates	(290		)	—		—		—			334			44
(Loss) income before income tax benefit	(16,764		)	27,413		643		(54,500		)	(334		)	(43,542		)
Income tax benefit	—			—		—		(2,754		)	—			(2,754		)
(Loss) income from continuing operations	$	(16,764	)	$	27,413	$	643	$	(51,746	)	$	(334	)	$	(40,788	)

Prior to February 1, 2015, our results of operations exclude those revenue and expenses of Skilled’s businesses. For comparability, those revenue and expense variances attributed solely to the combination of Skilled’s businesses with ours, commencing on February 1, 2015, will be identified in the discussion of the results of operations. References to “legacy” businesses, identify those businesses operating as either Skilled or Genesis, respectively, prior to the Combination.

Inpatient Services

Inpatient services revenue increased $144.8 million, or 14.5%, in the three months ended March 31, 2015 as compared with the same period in 2014. Of this growth, $116.7 million is due to the Combination and $20.2 million is due to the acquisition or development of 10 facilities, offset by $5.3 million of revenue attributed to the divestiture of two underperforming facilities. The remaining increase of $13.2 million, or 1.3%, is due to increased payment rates.

Inpatient services EBITDAR increased in the three months ended March 31, 2015 as compared with the same period in 2014, by $31.4 million, or 20.7%. Of the increase, $20.0 million is attributed to the Combination and $3.6 million is due to the acquisition or development of 10 facilities and the divestiture of two underperforming facilities. The remaining increase of $7.8 million, or 5.1%, is principally attributable to the realization of cost reductions we began implementing in the quarter ended December 31, 2014.

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Rehabilitation Therapy Services

Rehabilitation therapy services revenue increased $7.7 million, or 3.0% comparing the three months ended March 31, 2015 with the same period in 2014. The Combination contributed $23.9 million of revenue growth, while the legacy Genesis rehabilitation business revenue decreased $16.2 million. Of this decrease, approximately $9.0 million is attributed to the loss of several large contracts in the quarter ended December 31, 2014, with the remaining decrease of $7.2 million attributed to lower treatment volume in its same store customer base. These two factors resulted in a decline in the average revenue per site of about 4%. Total external sites served increased period-over-period by two.

EBITDAR of the rehabilitation therapy segment was relatively flat comparing the three months ended March 31, 2015 with the same period in 2014. The Combination contributed $2.5 million, while the EBITDAR of the legacy Genesis rehabilitation therapy business EBITDAR declined $3.7 million in the same period. This decrease is attributed primarily to lost contracts and lower revenue volume previously noted, as well as lower therapist efficiency. Therapist Efficiency declined period over period by 1%, from 70% to 69%.

Other Services — Other services revenue increased $16.6 million, or 46.2% in the three months ended March 31, 2015 as compared with the same period in 2014. Of this increase, the Combination contributed $12.1 million through the hospice and home health businesses. The remaining increase of $4.5 million, or 12.5% was principally attributed to new business growth in our staffing services business.

Corporate and Eliminations — Corporate overhead costs increased $5.8 million, or 16.4%, in the three months ended March 31, 2015 as compared with the same period in 2014. This increase was largely due to the added overhead costs of Skilled.

Lease expense — Lease expense represents the cash rents and non-cash adjustments required to account for operating leases. We have operating leases in each reportable segment, other services and corporate overhead, but the inpatient services business incurs the greatest proportion of this expense for those skilled nursing and assisted living facilities accounted for as operating leases. Lease expense increased $3.6 million in the three months ended March 31, 2015 as compared with the same period in the prior year. All of this increase is attributed to the Combination.

Depreciation and amortization — Each of our reportable segments, other services and corporate overhead have depreciating property, plant and equipment, including depreciation on leased properties accounted for as capital leases or as a financing obligation. Our rehabilitation therapy services and other services have identifiable intangible assets which amortize over the estimated life of those identifiable assets. Of the $12.4 million increase in depreciation and amortization in the three months ended March 31, 2015 compared with the same period in the prior year, the Combination accounts for $6.7 million. The remaining increase of $5.7 million is primarily attributable to Genesis’ ongoing capital expenditure program and newly acquired or constructed facilities.

Interest expense — Interest expense includes the cash interest and non-cash adjustments required to account for our revolving credit facilities, term loan facility, real estate bridge loan and mortgage instruments, as well as the expense associated with leases accounted for as capital leases or financing obligations. Interest expense increased $12.6 million in the three months ended March 31, 2015 as compared with the same period in the prior year. Of this increase, $4.9 million is attributed to the Combination, and the associated real estate bridge loan and individual mortgages of Skilled’s skilled nursing and assisted living facilities. The remaining $7.7 million increase is primarily attributable to growth in interest pertaining to existing lease obligations and obligations incurred in connection with newly acquired or constructed facilities.

Transaction costs — In the normal course of business, Genesis evaluates strategic acquisition, disposition and business development opportunities. The costs to pursue these opportunities, when incurred, vary from period to period depending on the nature of the transaction pursued and if those transactions are ever completed. Transaction costs incurred for the three month periods ended March 31, 2015 and 2014 were $85.7 million and $2.2 million, respectively, and of the amount in the 2015 period, the Combination contributed $84.7 million.

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Income tax benefit — For the three months ended March 31, 2015, we recorded an income tax benefit of $5.6 million representing an effective tax rate of 4.6% compared to an income tax benefit of $2.8 million from continuing operations, representing an effective tax rate of 6.3% for the same period in 2014. The increase in tax benefit for the three months ended March 31, 2015 was mainly due to the increase in deferred tax assets resulting from the Combination.

Liquidity and Capital Resources

The following table presents selected data from our consolidated statements of cash flows (in thousands):

	Three months ended March 31,
	2015			2014

Net cash (used in) provided by operating activities	$	(2,482	)	$	12,818
Net cash provided by (used in) investing activities	6,290			(28,605		)
Net cash provided by financing activities	4,352			13,610

Net increase (decrease) in cash and equivalents	8,160			(2,177		)
Beginning of period	87,548			61,413

End of period	$	95,708		$	59,236

Net cash used in operating activities in the three months ended March 31, 2015 of $2.5 million was unfavorably impacted by funded transaction costs of approximately $29.5 million. Adjusted for transaction costs, net cash provided by operating activities in the three months ended March 31, 2015 would have been approximately $27.0 million. Net cash provided by operating activities in the three months ended March 31, 2014 of $12.8 million was unfavorably impacted by funded transaction costs of approximately $2.2 million. Adjusted for funded transaction costs, net cash provided by operating activities in the three months ended March 31, 2014 would have been $15 million. The $33.6 million growth in cash provided by operating activities before funded transaction costs in the 2015 period as compared to the 2014 period is attributed to the addition of the Skilled businesses beginning in February 2015, improved operating performance of the legacy Genesis business and the impact of favorable timing of labor related expenses.

Net cash provided by investing activities in the three months ended March 31, 2015 was $6.3 million, compared to a use of cash of $28.6 million in the three months ended March 31, 2014. The net increase in cash provided by investing activities of $34.9 million is principally attributed to reduced capital expenditures of $6.9 million in the 2015 period and receipt in the 2015 period of $27.6 million of asset and investment in joint venture sale proceeds.

Net cash provided by financing activities was $4.4 million in the three months ended March 31, 2015 compared to $13.6 million in the three months ended March 31, 2014. The net decrease in cash provided by financing activities of $9.2 million is principally attributed to $13.9 million of incremental debt issuance costs funded in the 2015 period, offset by $4.7 million of reduced distributions to noncontrolling interests. The increase in debt issuance costs is attributed to the financing costs incurred in connection with the financing activities associated with the Combination.

At March 31, 2015, we had cash and cash equivalents of $95.7 million and available borrowings under our revolving credit facilities of $165.8 million after taking into account $109.2 million of letters of credit drawn against our revolving credit facilities. Our available cash is held in accounts at third-party financial institutions. To date, we have experienced no loss or lack of access to its invested cash or cash equivalents; however, it can provide no assurances that access to its invested cash or cash equivalents will not be impacted by adverse conditions in the financial markets. During the three months ended March 31, 2015, we maintained liquidity sufficient to meet our working capital, capital expenditure and development activities.

We are in varying stages of discussion and agreement with our major REIT partners in connection with a series of facility acquisitions, divestitures, closures and rent-prepayments. The transactions currently contemplated involve 21

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facility acquisitions and 12 facility divestitures or closures. The aggregate invested capital is estimated at $295 million, including $256 million of facility acquisitions, resulting in $35 million in annual rent reductions. We intend to finance approximately 60% of the total cost via mortgage financing, with the balance financed with non-core asset sale proceeds and/or capital raising activities. Upon reaching definitive agreements with our REIT partners, we expect the majority of the transactions will close in stages during 2016. To date, consummated REIT transactions include two facility divestitures and rent-prepayments resulting in no material impact to EBITDAR and $4.7 million in annual rent reductions.

In connection with an initiative to participate in the Chinese market, we recently opened a health and wellness Vitality Center in Phoenix City, Zengcheng, China, the first of its kind in China. We plan to open a second facility, Qinhuangdao Spring of Power Center, an in-patient rehabilitation center with the potential for 300 licensed beds in the third quarter of 2015. Also, on April 9, 2015, we signed a memorandum of understanding with intent to enter into a joint venture agreement with BangEr Orthopedic Hospital Group to open post-acute in-patient and out-patient rehab services in each of its 11 hospitals in China.

Off Balance Sheet Arrangements

We had outstanding letters of credit of $109.2 million under our letter of credit sub-facility on our revolving credit facilities as of March 31, 2015. These letters of credit are principally pledged to landlords and insurance carriers as collateral. We are not involved in any other off-balance-sheet arrangements that have or are reasonably likely to have a material current or future impact on our financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations

The following table sets forth our contractual obligations, including principal and interest, but excluding non-cash amortization of discounts or premiums established on these instruments, as of March 31, 2015 (in thousands):

									More than
	Total		1 Yr.		2-3 Yrs.		4-5 Yrs.		5 Yrs.
Revolving credit facilities	$	284,040	$	8,322	$	16,644	$	259,074	$	—
Term loan facility	274,366		34,010		240,356		—		—
Real estate bridge loan	426,381		30,339		396,042		—		—
HUD insured loans	155,751		4,976		9,953		9,953		130,869
Mortgages and other secured debt (recourse)	14,343		1,004		2,007		11,332		—
Mortgages and other secured debt (non recourse)	60,048		3,335		18,085		4,909		33,719
Financing obligations	11,279,315		262,053		548,927		580,494		9,887,841
Capital lease obligations	3,508,776		91,697		189,959		199,379		3,027,741
Operating lease obligations	1,059,885		143,415		279,132		263,875		373,463
	$	17,062,905	$	579,151	$	1,701,105	$	1,329,016	$	13,453,633

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, our operations are exposed to risks associated with fluctuations in interest rates. To the extent these interest rates increase, our interest expense will increase, which will make our interest payments and funding other fixed costs more expensive, and our available cash flow may be adversely affected. We routinely monitor risks associated with fluctuations in interest rates and consider the use of derivative financial instruments to hedge these exposures. We do not enter into derivative financial instruments for trading or speculative purposes nor do we enter into energy or commodity contracts.

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Interest Rate Exposure—Interest Rate Risk Management

Our term loan facility, real estate bridge loan and revolving credit facilities expose us to variability in interest payments due to changes in interest rates. As of March 31, 2015, there is no derivative financial instrument in place to limit that exposure.

The table below presents the principal amounts, weighted-average interest rates and fair values by year of expected maturity to evaluate Genesis’ expected cash flows and sensitivity to interest rate changes:

	Twelve Months Ending March 31,
	2016			2017			2018			2019			2020			Thereafter			Total		Fair Value

Fixed-rate debt	$	2,596		$	2,708		$	2,826		$	2,893		$	3,611		$	103,460		$	118,094	$	133,154
Average interest rate (1)	4.3		%	4.3		%	4.3		%	4.3		%	4.2		%	4.4		%
Variable-rate debt (2)	$	13,365		$	373,394		$	217,693		$	10,180		$	250,000		$	—		$	864,632	$	868,664
Average interest rate (1)	9.5		%	9.8		%	9.7		%	1.9		%	3.6		%	0.0		%

(1) Based on one month LIBOR of 0.18% on March 31, 2015.

(2) Excludes unamortized original issue discounts and debt premiums which amortize through interest expense on a non-cash basis over the life of the instrument.

The new revolving credit facilities consist of a senior secured, asset-based revolving credit facility of up to $550 million under three separate tranches: Tranche A-1, Tranche A-2 and FILO Tranche. Interest accrues at a per annum rate equal to either (x) a base rate (calculated as the highest of the (i) prime rate, (ii) the federal funds rate plus 3.00%, or (iii) LIBOR plus the excess of the applicable margin between LIBOR loans and base rate loans) plus an applicable margin or (y) LIBOR plus an applicable margin. The applicable margin is based on the level of commitments for all three tranches, and in regards to LIBOR loans (i) for Tranche A-1 ranges from 3.25% to 2.75%; (ii) for Tranche A-2 ranges from 3.00% to 2.50%; and (iii) for FILO Tranche is 5.00%. The applicable margin with respect to base rate borrowings for Tranche A-1, Tranche A-2 and FILO were 2.00%, 1.50%, and 4.00%, respectively, at March 31, 2015. The applicable margin with respect to LIBOR borrowings for Tranche A-1, Tranche A-2 and FILO were 3.00%, 2.50%, and 5.00%, respectively, at March 31, 2015.

Borrowings under the term loan facility bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) LIBOR determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowings, or (2) a base rate determined by reference to the highest of (a) the lender defined prime rate, (b) the federal funds rate effective plus one half of one percent and (c) LIBOR described in sub clause (1) plus 1.0%. LIBOR based loans are subject to an interest rate floor of 1.5% and base rate loans are subject to a floor of 2.5%. The applicable margin with respect to LIBOR borrowings was 8.5% at March 31, 2015.

Borrowings under the real estate bridge loan bear interest at a rate per annum equal to the sum of (1) LIBOR, defined as greater of (a) 0.50% per annum or (b) the one-month duration LIBOR for an amount comparable to loan amount according to a lender approved reference bank, (2) the applicable margin and (3) 675 basis points (BPS). The applicable margin escalates every 90 days after the initial 149 days of the two year term. The margin ranges from 0 BPS to 650 BPS in the initial term, 675 and up to 700 BPS if a second renewal term is opted for. The applicable interest rate on this loan was 7.25% as of March 31, 2015.

A 1% increase in the applicable interest rate on our variable-rate debt would result in an approximately $8.6 million increase in our annual interest expense.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with the Exchange Act as of the end of the period covered by this report. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of end of the period covered by this report, the disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and were effective at that reasonable assurance level.

Changes in Internal Control Over Financial Reporting

Management determined that there were no changes in our internal control over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

For information regarding certain pending legal proceedings to which we are a party or our property is subject, see Note 11 , “ Commitments and Contingencies—Legal Proceedings ,” to our consolidated financial statements included elsewhere in this report, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 20, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits .

Number		Description

2.1		Amendment No. 1 to Purchase and Contribution Agreement, dated as of January 5, 2015, by and between FC-GEN Operations Investment, LLC and Skilled Healthcare Group, Inc. (filed as Exhibit 2.1 to our Current Report on Form 8-K filed on January 9, 2015, and incorporated herein by reference).

3.1		Third Amended and Restated Certificate of Incorporation of Genesis Healthcare, Inc. (filed as Exhibit 3.1 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

3.2		Amended and Restated By-Laws of Genesis Healthcare, Inc. (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

10.1		Sixth Amended and Restated Limited Liability Company Operating Agreement of FC-GEN Operations Investment, LLC, dated as of February 2, 2015 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

10.2		Amendment No. 1 to Sixth Amended and Restated Limited Liability Company Operating Agreement of FC-GEN Operations Investment, LLC, dated as of April 1, 2015.

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10.3		Tax Receivable Agreement, dated as of February 2, 2015, by and among Genesis Healthcare, Inc. (f/k/a Skilled Healthcare Group, Inc.), FC-GEN Operations Investment, LLC and each of the Members (as defined therein) (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

10.4*		Form of Indemnification Agreement with Genesis Healthcare, Inc.’s directors.

10.5*		Employment Agreement, dated February 2, 2015, between George V. Hager, Jr. and Genesis Administrative Services, LLC.

10.6*		Employment Agreement, dated February 2, 2015, between Thomas DiVittorio and Genesis Administrative Services, LLC.

10.7*		Consulting Agreement, dated February 24, 2015, between Roland Rapp and Genesis Administrative Services, LLC.

10.8*		Separation Agreement and General Release, dated February 5, 2015, between Robert H. Fish and Skilled Healthcare, LLC.

10.9*		Separation Agreement and General Release, dated March 7, 2015, between Chris Felfe and Skilled Healthcare, LLC.

10.10*		Separation Agreement and General Release, dated April 10, 2015, between Roland Rapp and Skilled Healthcare, LLC.

10.11*		Separation Agreement and General Release, dated March 3, 2015, between Paxton Wiffler and Skilled Healthcare, LLC.

10.12		Seventeenth Amended and Restated Master Lease Agreement, dated May 1, 2015, between FC-GEN Real Estate, LLC and Genesis Operations LLC

10.13		Loan Agreement, dated as of February 2, 2015, between Health Care REIT, Inc. and each of the borrowers set forth on Schedule 1 thereto.

10.14		Third Amended and Restated Credit Agreement, dated as of February 2, 2015, by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and General Electric Capital Corporation, as administrative agent.

10.15		Term Loan Agreement, dated as of December 3, 2012, among FC-GEN Operations Investment, LLC, GEN Operations I, LLC, GEN Operations II, LLC, Genesis Healthcare LLC, Sun Healthcare Group, Inc., certain banks and other financial institutions or entities from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent.

10.16		Amendment No. 1 to Term Loan Agreement, dated as of January 21, 2014, among FC-GEN Operations Investment, LLC, GEN Operations I, LLC, GEN Operations II, LLC, Genesis Healthcare LLC, Sun Healthcare Group, Inc., certain entities listed on Annex A thereto, certain lenders party thereto, and Barclays Bank PLC, as administrative agent and collateral agent.

10.17		Amendment No. 2 to Term Loan Agreement, dated as of September 25, 2014, among FC-GEN Operations Investment, LLC, GEN Operations I, LLC, GEN Operations II, LLC, Genesis Healthcare LLC, Sun Healthcare Group, Inc., certain entities listed on Annex I thereto, certain lenders party thereto, and Barclays Bank PLC, as administrative agent and collateral agent.

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10.18		Amended and Restated Revolving Credit Agreement, dated as of July 26, 2013, among certain borrower entities set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and General Electric Capital Corporation, as administrative agent and collateral agent.

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement.

** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GENESIS HEALTHCARE, INC.

Date:	May 8, 2015	By	/S/ GEORGE V. HAGER, JR.
			George V. Hager, Jr.
			Chief Executive Officer

Date:	May 8, 2015	By	/S/ THOMAS DIVITTORIO
			Thomas DiVittorio
			Chief Financial Officer
			(Principal Financial Officer and Authorized Signatory)

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EXHIBIT INDEX

Number		Description

2.1		Amendment No. 1 to Purchase and Contribution Agreement, dated as of January 5, 2015, by and between FC-GEN Operations Investment, LLC and Skilled Healthcare Group, Inc. (filed as Exhibit 2.1 to our Current Report on Form 8-K filed on January 9, 2015, and incorporated herein by reference).

3.1		Third Amended and Restated Certificate of Incorporation of Genesis Healthcare, Inc. (filed as Exhibit 3.1 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

3.2		Amended and Restated By-Laws of Genesis Healthcare, Inc. (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

10.1		Sixth Amended and Restated Limited Liability Company Operating Agreement of FC-GEN Operations Investment, LLC, dated as of February 2, 2015 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

10.2		Amendment No. 1 to Sixth Amended and Restated Limited Liability Company Operating Agreement of FC-GEN Operations Investment, LLC, dated as of April 1, 2015.

10.3		Tax Receivable Agreement, dated as of February 2, 2015, by and among Genesis Healthcare, Inc. (f/k/a Skilled Healthcare Group, Inc.), FC-GEN Operations Investment, LLC and each of the Members (as defined therein) (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference).

10.4*		Form of Indemnification Agreement with Genesis Healthcare, Inc.’s directors.

10.5*		Employment Agreement, dated February 2, 2015, between George V. Hager, Jr. and Genesis Administrative Services, LLC.

10.6*		Employment Agreement, dated February 2, 2015, between Thomas DiVittorio and Genesis Administrative Services, LLC.

10.7*		Consulting Agreement, dated February 24, 2015, between Roland Rapp and Genesis Administrative Services, LLC.

10.8*		Separation Agreement and General Release, dated February 5, 2015, between Robert H. Fish and Skilled Healthcare, LLC.

10.9*		Separation Agreement and General Release, dated March 7, 2015, between Chris Felfe and Skilled Healthcare, LLC.

10.10*		Separation Agreement and General Release, dated April 10, 2015, between Roland Rapp and Skilled Healthcare, LLC.

10.11*		Separation Agreement and General Release, dated March 3, 2015, between Paxton Wiffler and Skilled Healthcare, LLC.

10.12		Seventeenth Amended and Restated Master Lease Agreement, dated May 1, 2015, between FC-GEN Real Estate, LLC and Genesis Operations LLC

10.13		Loan Agreement, dated as of February 2, 2015, between Health Care REIT, Inc. and each of the borrowers set forth on Schedule 1 thereto.

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10.14		Third Amended and Restated Credit Agreement, dated as of February 2, 2015, by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and General Electric Capital Corporation, as administrative agent.

10.15		Term Loan Agreement, dated as of December 3, 2012, among FC-GEN Operations Investment, LLC, GEN Operations I, LLC, GEN Operations II, LLC, Genesis Healthcare LLC, Sun Healthcare Group, Inc., certain banks and other financial institutions or entities from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent.

10.16		Amendment No. 1 to Term Loan Agreement, dated as of January 21, 2014, among FC-GEN Operations Investment, LLC, GEN Operations I, LLC, GEN Operations II, LLC, Genesis Healthcare LLC, Sun Healthcare Group, Inc., certain entities listed on Annex A thereto, certain lenders party thereto, and Barclays Bank PLC, as administrative agent and collateral agent.

10.17		Amendment No. 2 to Term Loan Agreement, dated as of September 25, 2014, among FC-GEN Operations Investment, LLC, GEN Operations I, LLC, GEN Operations II, LLC, Genesis Healthcare LLC, Sun Healthcare Group, Inc., certain entities listed on Annex I thereto, certain lenders party thereto, and Barclays Bank PLC, as administrative agent and collateral agent.

10.18		Amended and Restated Revolving Credit Agreement, dated as of July 26, 2013, among certain borrower entities set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and General Electric Capital Corporation, as administrative agent and collateral agent.

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement.

** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.2

AMENDMENT NO. 1 TO

SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF FC-GEN OPERATIONS INVESTMENT, LLC

RECITALS

THIS AMENDMENT NO. 1 TO THE SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC (this “ Amendment ”), dated as of April 1, 2015, is entered into by SUN HEALTHCARE GROUP, INC., a Delaware corporation, as the Managing Member.

WHEREAS, the Company was formed pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq. , by the filing of a Certificate of Formation with the Secretary of the State of Delaware on August 9, 2010; and

WHEREAS, the Company operates under the Sixth Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of February 2, 2015 (the “ Operating Agreement ”); and

WHEREAS, pursuant to the terms of the Operating Agreement, the Operating Agreement may be amended by the consent of the Managing Member and consent of a Majority in Interest of the Members; and

WHEREAS, the Managing Member, through Company Units held and held as nominee for the Non-Managing Members, constitutes a Majority in Interest of the Members; and

WHEREAS, the Managing Member now desires to amend the Operating Agreement as set forth herein.

NOW, THEREFORE, the Operating Agreement is hereby amended as follows:

AGREEMENT

Section 1.1 Definitions . Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Operating Agreement.

Section 1.2 Amendments to the Operating Agreement . The Operating Agreement is hereby amended to add a new Section 15.19, to read as follows:

“Section 15.19 Certification of Company Units .

(a) At the discretion of the Managing Member, the Company may issue certificates representing Company Units.

(b) To the extent any Company Units are represented by certificates, any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

(c) The Managing Member may direct a new certificate or uncertificated Company Units be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated Company Unit, the Managing Member may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Managing Member shall require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated Company Units.

(d) Subject to the provisions of Article X, transfers of certificated Company Units shall be made only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided , however , that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Company shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Company shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Company or the transfer agent thereof. No transfer of Company Units shall be valid as against the Company for any purpose until it shall have been entered in the records of the Company by an entry showing from and to whom transferred.”

Section 1.3 Limitation . The amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver or modification of any other term or condition of the Operating Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy that the Company or the Members may now have or may have in the future under or in connection with the Operating Agreement or any instrument or agreement referred to therein; or (b) to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof. Except as expressly amended hereby, the Operating Agreement shall continue in full force and effect.

Section 1.4 Effectiveness . This Amendment shall become effective as of the date first written above.

Section 1.5 Governing Law . This Amendment, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

Section 1.6 Binding Effect . Except as otherwise expressly provided herein, this Amendment shall be binding on and inure to the benefit of the Members, their heirs, executors, administrators, successors and all other Persons hereafter holding, having or receiving an interest in the Company, whether as Assignees, Substituted Members or otherwise.

[ Signature page follows. ]

IN WITNESS WHEREOF , the Managing Member has caused this Amendment to be executed as of the date first written above.

	SUN HEALTHCARE GROUP, INC., a Delaware corporation, for itself and as nominee for the Non-Managing Members


	By:	/s/ Michael S. Sherman
	Name: Michael S. Sherman
	Title: SVP

Exhibit 10.4

AGREEMENT, effective as of February [ · ], 2015, between Genesis Healthcare, Inc., a Delaware corporation (the “Company”), [THE INDEMNITEE] and (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available;

WHEREAS, Indemnitee is a director of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public companies in today’s environment;

WHEREAS, the bylaws of the Company require the Company to indemnify and advance expenses to its directors to the fullest extent permitted by law and the Indemnitee has been serving and continues to serve as a director of the Company in part in reliance on such bylaws;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, and Indemnitee’s reliance on the aforesaid bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such bylaws or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies;

NOW, THEREFORE, in consideration of these premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Certain Definitions :

(a) Change in Control : shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (A) those persons who were stockholders of the Company as of the closing of the transactions under that certain Purchase and Contribution Agreement, dated as of August 18, 2014 and amended as of January 5, 2015, by and between the Company and FC-GEN Operations Investment, LLC, a Delaware limited liability company, (B) a trustee or other fiduciary holding securities under an employee benefit

plan of the Company or (C) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

(b) Claim : any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

(c) Expenses : include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

(d) Indemnifiable Event : any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company or its subsidiaries, or is or was serving at the request of the Company or its subsidiaries as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

(e) Independent Legal Counsel : an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five (5) years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(f) Reviewing Party : any appropriate person or body consisting of a member

or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(g) Voting Securities : any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement .

(a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two (2) business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof

and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

3. Change in Control . The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Indemnification for Additional Expenses . The Company shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two (2) business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

5. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

6. Burden of Proof . In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the

burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

7. No Presumptions . For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere , or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

8. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s bylaws or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9. Liability Insurance . To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director.

10. Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two (2) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

11. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

12. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of

Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13 No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

14 Primacy of Indemnification . The Company hereby acknowledges that Indemnitee may have additional rights to indemnification, advancement of Expenses and/or insurance obtained on Indemnitee’s behalf (“Other Arrangements”). The Company hereby agrees that (i) the Company is the indemnitor of first resort, such that its obligations to Indemnitee are primary and any Other Arrangements to advance Expenses or to provide indemnification for the same liabilities or Expenses incurred by Indemnitee are secondary, (ii) the Company shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all liabilities and Expenses to the extent legally permitted and as required by this Agreement, the bylaws, or any agreement between the Company and the Indemnitee, without regard to any rights Indemnitee may have pursuant to Other Arrangements, and (iii) the Company irrevocably waives, relinquishes and releases any provider of Other Arrangements from any and all claims against such provider for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by any provider of Other Arrangements on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the providers of Other Arrangements shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.

15. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director of the Company or of any other enterprise at the Company’s request.

16. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

17. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts

made and to be performed in such state without giving effect to the principles of conflicts of laws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this [Date] day of [Month], [Year].

	GENESIS HEALTHCARE, INC.

	By
	Name:
	Title:



	[Indemnitee]

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) dated February 2, 2015, effective immediately following the Closing, as defined in the Purchase Agreement, as defined below by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “ Company ”), and GEORGE V. HAGER, JR. (“ Executive ”).

WHEREAS, pursuant to the Purchase and Contribution Agreement, dated as of August 18, 2014 (the “ Purchase Agreement ”), by and between the parent of the Company, FC-GEN Operations Investment, LLC, a Delaware limited liability company (“ Genesis ”), and Skilled Healthcare Group, Inc., a Delaware corporation (“ Skilled ”), Skilled will contribute its assets to Genesis in exchange for equity of Genesis.

WHEREAS, prior to the Closing, the Executive was employed by the Company pursuant to an Amended and Restated Employment Agreement, dated April 1, 2011, as amended (the “ Current Employment Agreement ”);

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Employment .

If Executive is employed by the Company at the time of the Closing, the Company agrees to continue to employ Executive, and Executive is willing to accept such employment, for the period stated in Section 2 hereof and upon the terms and conditions herein provided. If the Closing does not occur, this Agreement shall be null and void and the Current Employment Agreement will continue to be in effect in accordance with its terms.

2. Term .

2.1. Relevant Dates . The period of Executive’s employment under this Agreement shall commence immediately following the Closing, and shall, unless sooner terminated pursuant to Section 6, continue until March 31, 2020 (such period, as extended from time to time, herein referred to as the “ Term ”). Subject to Section 2.2, and if the Term has not been terminated pursuant to Section 6, on March 31, 2020 and on each successive one (1) year anniversary thereafter (each such anniversary an “ Automatic Extension ”) the Term shall be extended for an additional period of one (1) year.

2.2. Non-Extension Procedure . The Company (with the affirmative vote of two-thirds (2/3) of the non-management members of the Board of Directors of Genesis Healthcare, Inc. (the “ Board ”) at a meeting of the Board called and held for such purpose) or Executive may elect to terminate the automatic extension of this Agreement described in Section 2.1 by giving written notice of such election. Any notice given hereunder must be given not less than one (1) year

prior to the fifth anniversary of this Agreement or not less than ninety (90) days prior to the applicable Automatic Extension date.

3. Position and Responsibilities .

3.1. Position . As of immediately following the Closing, the Company agrees to continue to employ Executive in the position of Chief Executive Officer of the Company. Executive agrees to perform such services and have such duties and responsibilities, not inconsistent with his position as Chief Executive Officer customarily associated with and incidental to such positions and as may from time to time be reasonably assigned to him by the Board. For so long as the majority of the voting share of the Company are owned by the stockholders party to the Voting Agreement, date August 18, 2014 and effective as of the Closing Date, as such term is defined in the Purchase Agreement, the Company further agrees to appoint Executive to serve on the Board throughout the Term. From and after the date that the majority of the voting shares of the Company cease to be owned by the stockholders that are party to the Voting Agreement, dated August 18, 2014, the Company shall continue to nominate the Executive to serve on the Board throughout the Term. Executive further agrees to serve as an executive officer or director of Genesis Healthcare, Inc. and any direct or indirect subsidiaries of Genesis Healthcare, Inc. (the “ Company Group ”) without additional compensation. For purposes of this Agreement, a transfer of the Executive’s employment among members of the Company Group shall not be deemed to be a termination of the Executive’s employment, and the entity to which Executive’s employment is transferred shall thereafter be deemed to be the Company for purposes of this Agreement.

3.2. Duties . During the period of his employment hereunder Executive shall devote all of his business time, attention, skill and efforts to the earnest and faithful performance of his duties; provided , however , that Executive may serve as a member of the board of directors of corporations or similar positions with other organizations which, in the Board’s judgment, will not present any conflict of interest with the Company Group or materially interfere with the performance of Executive’s services, duties or responsibilities pursuant to this Agreement. Executive has disclosed to the Company all current boards of directors on which he is a member and shall disclose any additional boards of directors that Executive desires to join. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, or from managing his personal investments, provided that these activities do not interfere with the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 9 of this Agreement. While employed by the Company, Executive shall not operate an aircraft (whether as a pilot or a co-pilot) or take any flight lessons or keep any certification he has current by flying additional hours (the “ Flight Prohibition ”).

3.3. Place of Employment . Executive shall perform his duties hereunder at the Company’s executive offices in Kennett Square, Pennsylvania, and shall travel to the Company’s other offices or locations as may be necessary or appropriate for him to perform his duties hereunder.

4. Compensation and Benefits .

4.1. Salary . For all services rendered by Executive as Chief Executive Officer of the Company, member of the Board, or as an officer or director of any member of the Company Group during his employment under this Agreement, the Company shall pay Executive a base salary at the annual rate of Eight Hundred and Ten Thousand, One Hundred and Five Dollars and Seventy-Two Cents. ($810,105.72), which may be increased (but not decreased) from time to time. Without limiting the foregoing, during the Term, the Compensation Committee of the Board, (or, if no Compensation Committee exists, then the independent members of the Board) (the “Committee”) shall annually review Executive’s total compensation in an effort to provide Executive with a compensation package that is market as compared to other Chief Executive Officers in companies of similar size in the same industry as the Company. The annual base salary payable to Executive in any year is referred to herein as the “ Base Salary ” for such year.

4.2. Annual Bonus . For each fiscal year of the Company during the Term, the Company shall afford Executive the opportunity to earn an incentive bonus (“Bonus”) as described in this Section 4.2. The aggregate target Bonus payable to Executive under such program(s) shall equal one hundred percent (100%) of the Base Salary for such fiscal year, and shall be payable to the extent the applicable performance goals are achieved (which goals and payment matrices shall be set by the Compensation Committee in its discretion within the first ninety (90) days of each such year after consultation with a nationally recognized compensation consultant (the “ Consultant ”)). Unless otherwise determined by the Compensation Committee and agreed to by the Executive, bonus goals and bonus payout matrices shall be the same with respect to all executive officers of the Company. The Bonus will be paid following certification by the Board that the applicable goals have been achieved and the Board shall promptly provide such certification following achievement of the applicable goals. The amount payable under this Section 4.2 shall be paid by March 15th of the calendar year immediately following the calendar year in which the Bonus is earned or, if later, the fifteenth day of the third month following the end of the Company’s fiscal year in which the Bonus is earned.

4.3. Incentive Compensation . Executive shall be entitled to participate in all long-term incentive plans (including any equity incentive plan) sponsored by the Company or any member of the Company Group either now or in the future, on terms and conditions similar to those applicable to other executive officers of the Company generally. The amount and terms of the long-term incentive awards awarded to the Executive shall be set by the Compensation Committee in its discretion after consultation with the Consultant.

4.4. Participation in Benefit Plans . (a) Executive shall be entitled to participate in each employee benefit plan or perquisite applicable generally to executive officers of the Company (including health insurance, long-term disability, qualified and non-qualified retirement plans, if any, and deferred compensation benefits, but excluding any severance benefit or termination pay plan) in accordance with the provisions thereof. Notwithstanding the foregoing, Executive shall not be entitled to receive any additional benefits or awards under discretionary plans or programs of the Company unless the Committee exercises the necessary discretion to provide Executive with such benefits or awards. For the purposes of defining years

of service, Executive shall be given credit for his years of service with Genesis Healthcare Corporation and its predecessors.

(b) During the Term, Executive shall be entitled to $3 million of “whole life” life insurance coverage. Such coverage shall be taxable to Executive to the extent required under applicable law.

4.5. Vacation and Holidays . Executive shall be entitled to vacation in accordance with the Company’s vacation policy in effect from time to time for its executive officers, but not less than five (5) weeks in each full calendar year. Executive shall also be entitled to all paid holidays given by the Company to its executive officers. Except as required by law, vacation days that are not used during any calendar year may not be accrued, nor shall Executive be entitled to compensation for unused vacation days.

5. Reimbursement of Expenses .

The Company shall pay or reimburse Executive for all reasonable business expenses incurred by Executive during the Term in performing his obligations under this Agreement in accordance with its written reimbursement or business expense policies in effect from time to time. Any such expense reimbursement will be made within thirty (30) days following Executive’s proper submission to the Company of appropriate vouchers or receipts for such expenses, but in no event later than the last day of the calendar year following the calendar year in which the reimbursable expense was incurred. Any such expense reimbursement during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any such expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

6. Events of Termination of Employment .

6.1. Expiration of Term . Executive’s employment with the Company and the Company Group shall cease automatically on the expiration of the Term if the Agreement is not renewed pursuant to Section 2.2 of this Agreement (“ Termination by Non-Renewal ”).

6.2. Death or Disability . Executive’s employment with the Company and the Company Group shall automatically terminate on Executive’s death. Executive’s employment shall terminate thirty (30) days after Executive is notified that his employment is terminated for Disability ( provided , that Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period). For purposes of this Agreement, “ Disability ” means an incapacity due to a physical or mental condition which causes Executive to be unable to perform the essential functions of his position under this Agreement with a reasonable accommodation on a full-time basis for (i) a period of six (6) consecutive months, or (ii) for shorter periods aggregating more than six (6) months in any twelve (12) month period. “ Disabling Condition ” shall mean such an incapacity that does not meet the time requirements for Disability. The Company may temporarily relieve Executive from his duties and responsibilities during any period that he has a Disabling Condition ( provided , that the Company

shall continue to provide Executive with full compensation and benefits during such period), provided , that Executive shall be immediately restored to his duties and responsibilities if Executive is able to resume his duties on a full-time basis prior to his termination for Disability. Executive agrees to submit to reasonable medical examination upon the reasonable request, and at the expense, of the Company during any period when he (or his representative) claims that he has a Disabling Condition.

6.3. Termination by Company for Cause .

(a) The Company may, following any determination by the Board that Cause exists in accordance with the procedure set forth in this subsection (a), terminate Executive’s employment with the Company and the Company Group for Cause by notice to Executive describing the reasons for such termination. In the event the Board believes Cause may exist for termination of Executive’s employment, the Board shall provide written notice to Executive describing the basis for such belief. Executive shall have fifteen (15) days to fully and promptly address and correct any concerns raised by the Board regarding the existence of Cause. The Company may temporarily relieve Executive from his duties and responsibilities pending the outcome of any proceeding of the Board to determine if Cause exists (provided, that, during such period, the Company shall continue to provide Executive with full compensation and benefits); provided, that Executive shall be immediately restored to his duties and responsibilities if the Board determines that Cause does not exist or fails to render a prompt determination following the substantial completion of its investigation. The final determination that Executive’s employment shall be terminated for Cause shall be made by the affirmative vote of two-thirds (2/3) of the non-employee membership of the Board at a meeting of the Board duly called and held upon at least fifteen (15) days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute “ Cause ” (and at which meeting Executive and his counsel are entitled to be present and are given a reasonable opportunity to be heard).

(b) For purposes of this Section 6.3, “ Cause ” means any of the following events with respect to Executive:

(i) Executive has been convicted of, or pleads guilty or nolo contendere to, any crime or offense constituting a felony under applicable law or involving embezzlement, theft or moral turpitude, which crime or offense is substantially related to Executive’s position with the Company or impairs Executive’s ability to perform his duties with the Company, in either case as may be reasonably determined by the Board;

(ii) Executive’s commission of a willful act of fraud or dishonesty against the Company or the Company Group, or Executive’s willful engaging in conduct which is materially injurious to the Company or the Company Group, monetarily or otherwise;

(iii) Executive’s abuse of illegal drugs and other controlled substances or Executive’s habitual intoxication, which conduct continues after written demand for cessation of such conduct is delivered to Executive by the Board;

(iv) Executive’s continued willful and intentional failure to substantially comply with the reasonable mandates of the Board commensurate with his position as Chief Executive Officer after a written demand for substantial compliance is delivered to him by the Board, which demand specifically identifies the mandate(s) with which the Board believes he has not substantially complied, and which failure is not substantially corrected by him within fifteen (15) days after receipt of such demand. Executive shall not be considered to have failed to substantially comply if (I) he fails to so comply by reason of total or partial incapacity due to physical or mental illness or (II) the requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by the Board; (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, that such action is not in the best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (3) where the Board has issued a written demand specifically directing the Executive to take or refrain from taking a specified action.

6.4. Resignation by Executive for Good Reason .

(a) Except as provided in Section 6.4(b), upon the occurrence of any event described in this Section 6.4(a) below in the absence of Executive’s express written consent or request (each such event, a “ Good Reason ”), Executive shall have the right to elect to terminate his employment under this Agreement from all (but not less than all) positions with the Company and the Company Group by resignation, upon not less than thirty (30) days’ prior written notice given within one hundred twenty (120) days after the event purportedly giving rise to Executive’s right to elect; provided , however , that the Company has not cured or otherwise corrected such event prior to the expiration of such thirty (30) day period.

(i) Any reduction by the Company of Executive’s Base Salary;

(ii) Any change by the Company to the terms or conditions of Executive’s Bonus or any incentive plan (including any equity incentive plan) in which Executive participates that reduces the compensation received by Executive;

(iii) Any relocation of Executive’s principal place of employment or the relocation of the Company’s principal office or corporate headquarters to a location that is not within forty-five (45) miles of Executive’s current residence;

(iv) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates after the

Closing, on terms and conditions similar to those applicable to other senior executive officers of the Company generally; or

(v) The assignment to Executive by the Company of any duties materially inconsistent with Executive’s status with the Company or a substantial alteration in the nature or status of Executive’s responsibilities from those described in Section 3.1, or a reduction in Executive’s titles or offices as in effect as of immediately following the Closing, as applicable, or any removal of Executive from, or any failure to nominate or appoint Executive to any such positions other than as a result of Executive’s death, termination of employment (and other than as a result of Executive’s Disabling Condition or pending a determination that Cause exists), or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; provided , that, for the avoidance of doubt, a failure to elect Executive to the Board shall constitute Good Reason under this Agreement. Executive agrees and acknowledges that the appointment by the Company of a nonexecutive Chairman of the Board or a lead director shall not constitute “Good Reason” hereunder.

6.5. Termination by the Company without Cause . In addition to any termination of Executive’s employment with the Company and the Company Group for reasons described in the foregoing provisions of this Section 6, the Company may terminate such employment at any time without Cause. Such determination shall be made by the affirmative vote of two-thirds (2/3) of the non-employee membership of the Board at a meeting of the Board called and held for such purpose. The Board shall provide Executive with written determination of its decision no less than ninety (90) days prior to the effective date of such employment termination.

6.6. Resignation by Executive Without Good Reason . Notwithstanding anything to the contrary contained in this Agreement, Executive may, at any time after at least ninety (90) days prior written notice to the Company, terminate voluntarily Executive’s employment hereunder. Upon receiving such notice, the Company may relieve Executive of some or all of his duties at any time during the notice period without constituting “Good Reason” for termination.

7. Severance Upon an Event of Termination .

7.1. General Provision . Upon termination of Executive’s employment for any reason, Executive shall be entitled to no further compensation hereunder other than (i) Executive’s accrued and unpaid Base Salary through the date of termination, (ii) any earned but unpaid Bonus for any fiscal year ending prior to the date of termination, (iii) any benefits (including reasonable business expenses) accrued and vested under the terms of the Company’s employee benefit plans and programs through the date of termination, (iv) all deferred compensation of any kind, including, without limitation, any amounts earned under any bonus plan payable under the terms of such deferred compensation plans, (v) the option to have assigned to him at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company and relating specifically to Executive ((i) through (v) collectively, the “ Accrued

Benefits ”) and (vi) any other payments or benefits specifically provided in Section 7 of this Agreement.

7.2. Termination Due to Death . Upon Executive’s employment termination due to his death, the Company shall pay to Executive (or to his estate) (i) a lump sum in cash equal to Executive’s Base Salary for the period from the date of termination through the end of the Term (computed as if Executive had not died) within sixty (60) days after date of termination; (ii) benefits as if Executive’s employment had terminated on the last day of the month in a lump sum within sixty (60) days after date of termination; and (iii) a pro rata Bonus for the portion of the year in which the date of termination occurs preceding the date of termination based upon the amount that would have been earned based on the Company’s actual performance for the portion of the year ending on the date of termination, using performance goals that are pro-rated to reflect the portion of the year prior to the date of termination (which amount will be paid as soon as practicable following the date of termination but no later than sixty (60) days after the date of termination). In addition, all restricted stock, stock options, performance share, and other equity or equity-based awards made to Executive shall automatically become fully vested and, if applicable, immediately exercisable as of the date of death and shall be immediately exercisable for a period of two (2) years following the termination of Executive’s employment but in no event later than the expiration of the original term of the option, stock appreciation right, or other applicable award.

7.3. Termination for Cause . Upon Executive’s employment termination for Cause, the Company shall pay to Executive all deferred compensation of any kind to which Executive is entitled on his date of termination in accordance with the terms of any deferred compensation agreement.

7.4. Severance . Upon Executive’s employment termination by the Company without Cause, due to Executive’s Disability, or by Executive for Good Reason (each a “ Qualifying Termination ”), the Company shall provide Executive (or, in the event of Executive’s death after a Qualifying Termination, his beneficiary or beneficiaries or his estate, as provided) the payments and benefits described in this Section 7.4, which shall commence or be paid at the times set forth below in this Section 7.4, subject to (x) Executive’s compliance with the provisions of Section 8 and 9 below; and (y) if the Company determines to so request, Executive entering into a release substantially in the form set forth as Exhibit A hereto, which release must be signed by the Company and promptly provided to Executive. Notwithstanding the foregoing, and except as provided in Section 7.4(c) below, if Executive is required to enter into a release substantially in the form set forth in Exhibit A hereto, no payment or benefit under this Section 7.4 will be made or provided unless the release has become effective and irrevocable within sixty (60) days after the date of termination; provided, that, if the sixty (60) day period begins in one taxable year and ends in a second taxable year, such payments or benefits will not commence until the second taxable year (and, in such event, the first such payment will include any amount that would, but for the requirement that the payment or benefit commence in the second year, have been paid in the first such taxable year.)

(a) Bonus for Year of Termination of Employment . The Company shall pay to Executive (or to his estate) a pro rata Bonus for the portion of the year in which the date of termination occurs preceding the date of termination based upon the amount that would have been earned based on the Company’s actual performance for the portion of the year ending on the date of termination, using performance goals that are pro-rated to reflect the portion of the year prior to the date of termination. Such payment will be made within sixty (60) days after the date of termination.

(b) Severance Pay . The Company shall provide to Executive (or his estate), as severance pay (the “ Severance Payments ”) the greater of (i) Executive’s Base Salary under Section 4.2 as of the date of termination for the remainder of the Term less any applicable disability insurance benefits (if Executive’s employment terminates because of Disability) plus the amount of Executive’s Bonus under Section 4.2 for the previous year; or (ii) two (2) times Executive’s Termination Base Salary (as defined below) plus two (2) times Executive’s target Bonus as in effect on the date of termination pursuant to Section 4.2 hereof for the year of termination, less any applicable disability insurance benefits (if Executive’s employment terminates because of Disability) over the two (2) year period beginning with the date of termination of employment. Payments under this section 7.4(b) for Executive’s will be made in accordance with Section 4.1 of this Agreement as if they were Base Salary payments. In no event shall such payments be reduced for any reason (other than in the case of Disability as set forth above), including the fact that Executive is employed by any other entity. “ Termination Base Salary ” means the highest Base Salary paid to Executive in the three (3) years preceding the Qualifying Termination.

(c) Benefit Continuation . The Company shall continue to provide, on the same basis as executive officers generally, the health and life insurance benefits (but excluding disability benefits) provided to Executive and his spouse and eligible dependents immediately prior to his date of termination for, whichever is later, the remainder of the Term or a period of two (2) years following the date of termination ( provided , that Executive continues to make all required employee contributions) and as modified for any changes to such benefits made with respect to executive officers of the Company. In the event that Executive’s participation in any such plan or program is barred by the terms thereof (or by law, including the 2010 health care reform law), the Company shall pay to Executive an amount equal to the annual contribution, payments, credits or allocation made by the Company to him, to his account or on his behalf under such plans and programs from which his continued participation is barred. Such payment will be made on a monthly basis during such two (2) year post-employment period or remainder of the Term, whichever is applicable. Coverage and/or payments shall be made during the sixty (60) day period following termination of employment whether or not a release (described above) has been executed, but will not continue beyond that time absent execution of, and failure to revoke, the required release (if Company exercises its option to require the release).

(d) Equity . All restricted stock, stock option, performance share, and other equity or equity-based awards made to Executive shall fully vest and, if applicable, shall be immediately exercisable for a period of two (2) years following the termination of Executive’s

employment, but in no event later than the expiration of the original terms of the option, stock appreciation right, or other applicable award (or in the case of stock units or similar awards, shall be settled within thirty (30) days after such termination of employment, to the extent permitted by 409A (as defined below)).

7.5. Severance Pay for Termination by Non-Renewal . Upon a Termination by Non-Renewal, the Company will continue to pay Executive his Base Salary as of the time of the expiration in accordance with Section 4.1 for one (1) year following Executive’s last day of employment.

8. Duties Upon Termination .

8.1. Return of Materials . Executive agrees that he will, upon termination of his employment with the Company for any reason whatsoever, deliver to the Company or where delivery of the documents is not feasible, such as electronic documents and records, destroy any and all records, forms, contracts, memoranda, work papers, lists of names or other customer data and any other articles or papers which have come into his possession by reason of his employment with the Company or which he holds for the Company or the Company Group, regardless of whether or not any of said items were prepared by him, and he shall not retain memoranda or copies of any of said items. Executive shall assign to the Company all rights to trade secrets and the products relating to the Company’s or the Company Group’s business developed by him alone or in conjunction with others at any time alike employed by the Company. Notwithstanding anything herein to the contrary, Executive may retain this Agreement, any documents relating to this Agreement and any documents relating to Executive’s compensation, benefits, retirement plans and deferred compensation plans, and Executive may retain copies of certain non-confidential materials, with the prior consent of the Board.

8.2. Resignation from All Positions . Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the Board, Executive shall immediately resign from all positions that he holds or has ever held with the Company and the Company Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

8.3. Cooperation . For a period of two (2) years following the termination of Executive’s employment, Executive will respond to reasonable, limited inquiries from the Company with respect to matters within Executive’s knowledge. Executive need only respond to such inquiries by telephone or E-mail, and the amount of detail in such response and the promptness with which it is made will depend on, among other things, the other demands on Executive’s time.

9. Post-Termination Obligations .

All payments and benefits to Executive under this Agreement, other than the Accrued Benefits, shall be subject to Executive’s compliance with the following provisions. Executive hereby acknowledges that this Agreement provides him with additional benefits that he did not have under his prior agreement.

9.1. Confidential Information . At all times during and after the term of this Agreement, Executive shall not disclose or reveal to any Unauthorized Person Confidential Information relating to the Company, the Company Group, or to any businesses operated by them. For purposes of this Section 9.1, Confidential Information is all information relating to the Company or the Company Group that is not known by or readily available to the general public or which becomes known by or readily available to the general public as a result of any improper act or omission of Executive. Notwithstanding anything herein to the contrary, Executive may reveal information, as necessary, (i) pursuant to his conducting Company business during the Term, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, or as otherwise required by law. For purposes of this Section 9.1, Unauthorized Person is any person or entity, within or without the Company, who does not need to know the Confidential Information in order to advance a legitimate business interest of the Company, unless the Company has a relationship or agreement with that person or entity such that the person or entity has an enforceable obligation to maintain the confidentiality of the Confidential Information; provided that nothing in this Section 9.1 shall prevent Executive from disclosing Confidential Information to any person within or without the Company as Executive reasonably believes necessary to facilitate the performance of his material duties and responsibilities as specified in Section 3.

9.2. Competitive Conduct . While Executive is employed by the Company and for the two (2) year period beginning on the date of termination of employment, Executive shall not, except with the Company’s express prior written consent, directly or indirectly, in any capacity for the benefit of any person:

(a) solicit any person who then is, and who was within six (6) months prior to the termination of Executive’s employment, a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes with such person’s relationship with the Company, or in an effort to obtain such person as a customer, supplier, salesman, agent or representative of any business in competition with the Company which business conducts operations within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business;

(b) solicit the employment of any person who is, or was at any time during the three (3) months immediately prior to the termination of Executive’s employment, an employee, consultant, officer or director of the Company (except for such employment by the Company);

(c) hire any person (whether as an employee, officer, director, agent, consultant or independent contractor) who is, or was at any time during the three (3) months prior to the termination of Executive’s employment, an officer or managing director of the Company (except for such employment by the Company);

(d) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any business or any person in any business in competition with the Company if such business or person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in any county, or similar political subdivision in which the Company conducts substantial business. For purposes of Section 9.2, the term “Company” shall include all affiliates and subsidiaries of the Company.

(e) Notwithstanding the foregoing, if Executive’s employment is terminated in any manner, including non-renewal, other than by the Company with Cause or by the Executive without Good Reason, the time period for the restrictions in Section 9.2(d) will be the same as the time period during which Executive is to continue to receive his Base Salary under this Agreement but in no event longer than two (2) years.

9.3. Failure of Executive to Comply . If Executive shall, without written consent of the Company, fail to comply with the provisions of this Section 9, his rights to any future payments or other benefits hereunder, other than the Accrued Benefits, shall terminate (without prejudice to any other rights, including recovery of damages of the Company), and the Company’s obligations to make such payments and provide such benefits shall cease; provided , however, that, for purposes of Section 9.3, no such failure to comply with any provision of this Section 9 shall be deemed to have occurred unless and until Executive receives written notice from the Company specifying the conduct alleged to constitute such failure and, solely with respect to any failure to comply with any provision of this Section 9, if such failure is an unintentional violation of this Section 9, Executive has not cured such failure within thirty (30) days after such notice.

9.4. Remedies . Executive agrees that monetary damages would not be adequate compensation for any loss incurred by the Company by reason of a breach of the provisions of Sections 8 and 9 of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, agreements and other provisions of Sections 8 and 9 specifically performed by Executive, and the Company shall have the right to obtain preliminary injunctive relief to secure specific performance and to prevent a breach of Section 8 or 9. If the Company is obliged to resort to litigation to enforce a covenant in Section 8 or 9 that contains a fixed term, then such fixed term shall be extended for a period of time equal to the period during which a material breach of such covenant was occurring, beginning on the date of a final court order (without further right of appeal) holding that such a material breach occurred, or, if later, the last

day of the original fixed term of such covenant. For purposes of Section 9.4, the term “Company” shall include all affiliates and subsidiaries of the Company.

9.5. Consideration . Executive expressly acknowledges that the covenants contained in Sections 8 and 9 are a material part of the consideration bargained for by the Company and, without the agreement of Executive to be bound by the covenants contained in such sections, the Company would not have agreed to enter into this Agreement.

9.6. Scope . If any portion of the covenants contained in Section 8 or 9 or its application is construed to be invalid, illegal or unenforceable, then the other portions and their application shall not be affected thereby and shall be enforceable without regard thereto. If any of such covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, the court making such determination shall have the power to reduce or limit such scope, duration, area or other factor, and such covenant shall then be enforceable in its reduced or limited form.

10. Effect of Prior Agreements .

This Agreement contains the entire understanding between the parties hereto and, upon effectiveness of this Agreement, this Agreement supersedes all prior agreements (including but not limited to the Current Employment Agreement) and discussions between the Company and Executive regarding the same subject matter.

11. General Provisions .

11.1. Counterparts . This Agreement may be executed in separate counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

11.2. Attorney’s Fees . If Executive prevails as to any material issue in any legal proceeding to enforce the terms of this Agreement, the Company shall reimburse Executive for the portion of his reasonable attorneys’ fees, costs and expenses incurred related to any material issue(s) on which Executive prevails. The Company shall pay directly all attorneys’ fees and expenses reasonably incurred by Executive in connection with the negotiation and preparation of this Agreement, subject to a maximum of $25,000.

11.3. Mitigation . Executive shall not be obligated to seek other employment or take any other action to mitigate any severance benefits hereunder.

11.4. Assignability and Binding Effect . This Agreement (including the covenants set forth in Sections 8 and 9) shall inure to the benefit of and shall be binding upon the Company, the Company Group, and their successors (including successors to all or substantially all of the Company’s assets) and permitted assigns and upon the Executive and his heirs, executors, legal representatives, successors and permitted assigns. Unless clearly inapplicable, reference herein to the Company shall be deemed to include its successors and permitted assigns. However,

neither party may assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any of its or his rights hereunder without prior written consent of the other party, any such attempted assignment, transfer, pledge, encumbrance, hypothecation or other disposition without such consent shall be null and void, without effect.

11.5. Severability . In the event any provision of this Agreement or any part hereof is held invalid, such invalidity shall not affect any remaining part of such provision or any other provision, and to this end, the provisions of this Agreement are intended to be and shall be deemed severable. If any court construes any provision of this Agreement to be illegal, void or unenforceable because of the duration or the area or matter covered thereby, such court shall reduce the duration, area or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

11.6. Withholding . The Company may withhold from any amounts payable under this Agreement such taxes and governmentally required withholdings as may be required to be withheld pursuant to any applicable law or regulation.

11.7. Indemnification . (a) The Company shall maintain in effect, during the Term and for a period of at least six (6) years following the Term, directors’ and officers’ liability insurance and fiduciary liability insurance covering Executive and his Legal Representatives (as defined below), with benefits and levels of coverage at least as favorable as that provided under the Company’s policies as of immediately following the Closing. Such insurance shall be obtained from an insurance carrier with the same or better credit rating as the Company’s insurance carrier, with respect to such policies, as of immediately following the Closing. The Company shall indemnify Executive and his beneficiaries and successors (the “ Legal Representatives ”) to the fullest extent permitted by applicable law against all costs, charges, damages, amounts paid in settlement or expenses (including reasonable attorneys’ fees) whatsoever incurred or sustained by him or his Legal Representatives in connection with any threatened, pending or completed action, suit or proceeding to which he or his Legal Representatives may be made a party as a result of the entering into of this Agreement or the performance of services hereunder. This indemnification provision is in addition to, and is not in substitution for, any other indemnification rights that Executive might have under any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive; provided, however, that any indemnity payments made pursuant to this Section 11.7 shall not be duplicative of payments made pursuant to any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive.

(b) Notice of Claim . Executive shall give to the Company notice of any claim made against him for which indemnification will or could be sought under this Section 11.7. In addition, Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within Executive’s power, at such times and places as are convenient for Executive.

(c) Defense of Claim . With respect to any claim under this Section 11.7 as to which Executive notifies the Company of the commencement thereof:

(i) The Company will be entitled to participate therein at its own expense; and

(ii) To the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or the Company Group; provided that Executive shall be permitted to retain his own counsel, at the Company’s expense, in the event he reasonably believes it necessary.

(iii) The Company shall not be liable to indemnify Executive under this Section 11.7 for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner, without Executive’s written consent, which (i) would impose any penalty or limitation on Executive, or (ii) does not deny all liability and wrongdoing by Executive. Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed settlement.

(d) Timing of Payment . The Company shall pay all costs and expenses (including reasonable attorneys’ fees) incurred by Executive or his Legal Representatives in connection with the investigation, defense, settlement or appeal of any action, suit or proceeding within thirty (30) days of presentation to the Company of an itemized statement of such costs and expenses. The Company shall pay any damages or settlement amounts to the claiming party when such amounts are due and owing under any court order or settlement document. If the Company does not pay any amounts on a timely basis, Executive or his Legal Representatives may bring a claim for payment against the Company and the Company shall pay Executive’s or his Legal Representative’s costs and expenses (including reasonable attorneys’ fees) in connection with such claim.

(e) Survival . Notwithstanding anything contained herein to the contrary, the provisions of this Section 11.7 shall survive the termination of this Agreement.

12. Modification and Waiver .

12.1. Amendment of Agreement . Except for increases in compensation made as provided in Section 4.1, this Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto. No action taken by the Company hereunder, including without limitation any waiver, consent or approval, shall be effective unless approved by the Board.

12.2. Waiver . No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this

Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

13. Notices .

Any notice to be given hereunder shall be in writing and shall be deemed given when delivered personally, sent by courier or telecopy or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

To Executive at the Executive’s address in the Company’s records.

To the Company at:

Genesis Administrative Services, LLC

101 East State Street

Kennett Square PA 19348

Attention: Law Department

And with a copy to:

The Chairman of the Board at the address provided to the Executive by the Company from time to time

And with a copy to:

The Chairman of the Compensation Committee at the address provided to the Executive by the Company from time to time

14. Governing Law and Venue .

The parties hereto intend that this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. The parties consent to the authority and exclusive jurisdiction of the Court of Common Pleas for Chester County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania for purposes of any dispute related to this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

15. Code Section 409A .

This Agreement is intended to comply with Code Section 409A and Treasury Regulations thereunder (“ 409A ”) and shall be administered and interpreted accordingly, including, without limitation, interpretation of “termination of employment” in a manner consistent with the definition of separation from service under 409A. Any installment payments hereunder shall be treated as separate payments for purposes of 409A’s rules regarding treatment of installment payments as single versus separate payments. Notwithstanding any other Section of this Agreement, any reimbursements hereunder (other than tax gross-up payments) shall be made by the end of the calendar year following the calendar year in which the related expense is incurred (or by such earlier date prescribed elsewhere in this Agreement). Notwithstanding any other Section of this Agreement, reimbursement of expenses incurred due to a tax audit or litigation or any tax-gross up shall be made by the end of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority, or where no taxes are remitted, the end of the calendar year following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation (or by such earlier date prescribed elsewhere in this Agreement). Any expense reimbursements hereunder during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. In the event Executive is a specified employee of a public company on the date of termination then, to the extent required by 409A , payments hereunder or under any other plan, agreement or arrangement to which Executive is a party or in which he participates shall be made or commence, as applicable, on the first day of the month following the six (6) month anniversary of the date of termination (or within ten (10) days after his death, if earlier), with amounts that would have been paid during such six (6) month delay included in the first payment (provided that no payment shall be made earlier than otherwise scheduled).

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, all as of the day and year first above written.

Genesis Administrative Services, LLC		George V. Hager, Jr.


	/s/ Michael S. Sherman		/s/ George V. Hager, Jr.
Name:	Michael S. Sherman
Title:	Secretary
Dated:	2-2-15	Dated:	2-2-15

EXHIBIT A

FORM OF RELEASE AGREEMENT

This Release Agreement (“ Release ”) is entered into as of this day of , hereinafter “ Execution Date ”, by and between George V. Hager, Jr. (hereinafter “ Employee ”), and Genesis Administrative Services, LLC and its successors and assigns (hereinafter, the “ Company ”). The Employee and the Company are sometimes collectively referred to as the “ Parties ”.

1. The Employee’s employment with the Company is terminated effective the day of , (hereinafter “ Termination Date ”). The Parties have agreed to avoid and resolve any alleged existing or potential disagreements between them arising out of or connected with the Employee’s employment and positions with Genesis Healthcare, Inc. and any direct or indirect subsidiaries of Genesis Healthcare, Inc. (the “ Company Group ”) including the termination thereof. The Company Group expressly disclaims any wrongdoing or any liability to the Employee.

2. The Company agrees to provide the Employee the severance benefits provided for in his Employment Agreement (the “ Employment Agreement ”) with the Company, dated , after he executes this Release and the Release becomes effective pursuant to its terms.

3. Employee represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment and positions with, or resignation from, the Company Group, provided , however , that nothing contained in this Section 3 shall prohibit Employee from bringing a claim to challenge the validity of the ADEA Release in Section 9 herein or shall be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a comparable state or local agency. Notwithstanding the foregoing, Employee agrees to waive Employee’s right to recover monetary damages in any charge, complaint, or lawsuit filed by Employee or by anyone else on Employee’s behalf. Employee acknowledges that he has been paid all salary, bonuses, and other compensation and reimbursable expenses due him from the Company Group. Employee further represents that he has advised the Company’s General Counsel or Compliance Officer of any potential violation of law, regulation, contractual obligation or Company policy, by the Company Group or any entity acting for the Company Group, of which he is aware. In consideration of the benefits described in Section 2, for himself and his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Releasers ”), Employee agrees to release the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with

any of them (collectively, the “ Released Parties ”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee and his Releasers now have or have ever had against the Released Parties, whether known or unknown, from the beginning of time to the date upon which Employee signs this Release, arising out of, or relating to, Employee’s employment or positions with the Company Group and the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, the discrimination or other employment laws of the Commonwealth of Pennsylvania; any claims brought under any federal or state statute or regulation for non-payment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that (a) relate to any unemployment compensation claim Employee may have, (b) involve rights to receive vested benefits to which Employee is entitled as of the Termination Date under any qualified or nonqualified employee benefit plans and arrangements of the Company, (c) relate to claims for indemnification as provided under applicable law, any applicable insurance policies, e.g., directors and officers insurance, the Articles of Incorporation or By-Laws of the Company or any member of the Company Group, or any applicable policy statements or indemnification agreements by or with the Company or any member of the Company Group, or (d) involve post-termination obligations owed to Employee by the Company under the Employment Agreement.

4. The Company, on its own behalf and on behalf of the Released Parties, hereby releases Employee from all claims, causes of actions, demands or liabilities which arose against the Employee on or before the time it signs this Agreement. This release covers any claims, whether the facts or circumstances giving rise to them are currently known or unknown. This Paragraph, however, does not apply to or adversely affect any claims against Employee which allege or involve the following: (i) willful misconduct, gross negligence or fraudulent conduct by Employee during the Term; (ii) a violation of criminal law, unless Employee has reasonable cause to believe that his conduct was lawful; or (iii) post-termination obligations owed by him to the Company under the Employment Agreement. The Company will indemnify Employee for reasonable attorneys’ fees, costs and damages which may arise in connection with any proceeding by the Company or any Released Party which is inconsistent with this Release by the Company and the Released Parties.

5. Employee agrees not to make any derogatory statement with regard to the performance, character, or reputation of the Company, its personnel or employees, officers, owners, or attorneys and any and all related entities, or assert that any current or former employee, agent, director or officer of same has acted improperly or unlawfully with respect to Employee. Employee acknowledges that during his employment with Employer he was one of Employer’s highest level executives. Employee further acknowledges that he participated in and was privy to attorney-client communications and other privileged matters. In addition to his post-termination non-disclosure obligations, Employee further agrees that he will also keep all

such communications and matters confidential. Employee agrees that he will not provide information or testimony about any information he gained through his employment with Employer unless requested by Employer or unless he receives an enforceable subpoena compelling his testimony. Employee agrees to promptly notify Company of the receipt of any such subpoena. Employee also agrees not to communicate in any manner with the press (including, without limitation, internet, television, radio, magazine, and newspaper) without the express written consent of the Company, regarding the Company and its business activities. Nothing in this Section precludes Employee from providing truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

6. The Company agrees not to make any derogatory statement with regard to the performance, character, or reputation of the Executive, or assert that Executive has acted improperly or unlawfully with respect to Employee. The Company also agrees not to communicate in any manner with the press (including, without limitation, internet, television, radio, magazine, and newspaper) without the express written consent of the Executive, regarding the Executive. Nothing in this Section precludes the Company from providing truthful information to any governmental authority or in response to any lawful subpoena or other legal process. The Company shall only be in breach of this provision if the applicable statements were made by the members of the Board, its senior executive officers or in official press releases.

7. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company.

8. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of Pennsylvania, without regard to principles of conflicts of law. Employee consents to venue and personal jurisdiction in the State of Pennsylvania for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

9. In further recognition of the above, Employee hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ ADEA ”), and the applicable rules and regulations promulgated thereunder. The Employee acknowledges and understands that ADEA

is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Employee specifically agrees and acknowledges that: (A) the release in this Section 9 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of up to twenty-one (21) days within which to consider this Release, which period shall be waived by the Employee’s voluntary execution prior to the expiration of the twenty-one (21) day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 9 only and that, if he chooses not to so revoke, the Release in this Section 9 shall then become effective and enforceable and the payment listed above shall then be made to him in accordance with the terms of this Release. To cancel this Release, Employee understands that he must give a written revocation to the General Counsel of the Company, either by hand delivery or certified mail within the seven (7) day period. If he rescinds the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.

10. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

11. In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

ACCEPTED AND AGREED TO:

Genesis Administrative Services, LLC		George V. Hager, Jr.



Name:
Title:
Dated:		Dated:

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) dated February 2, 2015, effective as of immediately following the Closing, as defined in the Purchase Agreement, as defined below, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Thomas DiVittorio (“Executive”).

WITNESSETH

WHEREAS, pursuant to the Purchase and Contribution Agreement, dated as of August 18, 2014 (the “Purchase Agreement”), by and between the parent of the Company, FC-GEN Operations Investment, LLC, a Delaware limited liability company (“Genesis”), and Skilled Healthcare Group, Inc., a Delaware corporation (“Skilled”), Skilled will contribute its assets to Genesis in exchange for equity of Genesis.

WHEREAS, prior to the Closing, the Executive was employed by the Company pursuant to an Amended and Restated Employment Agreement effective as of April 1, 2011, as amended (the “Current Employment Agreement”);

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Offer and Acceptance of Employment. The Company hereby agrees to continue to employ Executive as Chief Financial Officer and Executive’s principal place of business shall be located at 101 E State Street Kennett Square PA, 19348; provided that from time to time, Executive will travel to the Company’s (or its subsidiaries’ or affiliates’) other offices or locations, as may be necessary, appropriate or convenient to perform Executive’s duties. Executive accepts such employment and agrees to perform the customary responsibilities of such position during the term of this Agreement. Executive will perform such other duties as may from time to time be reasonably assigned to Executive by the Chief Executive Officer of the Company or his designee (the “CEO”), provided such duties are consistent with and do not interfere with the performance of the duties described herein and are of a type customarily performed by persons of similar title with similar companies. Nothing in this Agreement shall preclude Executive from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Executive’s performance of Executive’s duties hereunder or violate the terms of Section 6 hereof. For purposes of this Agreement, a transfer of the Executive’s employment among the Company, its subsidiaries or its affiliates, or to any businesses operated by them (all such entities together, “Company Group”) shall not be deemed to be a termination of the Executive’s employment, and the entity to which Executive’s employment is transferred shall thereafter be deemed to be the Company for purposes of this Agreement. Executive further agrees to serve as an officer of Genesis Healthcare, Inc. and any other member of the Company Group.

2. Period of Employment.

(a) Period of Employment. The period of Executive’s employment under this Agreement shall commence immediately following the Closing and shall, unless sooner terminated pursuant to Section 4, terminate on the second anniversary of the Closing (such period, as extended from time to time, herein referred to as the “Term”). Subject to Section 2(b), and if the Term has not been terminated pursuant to Section 4, on the second anniversary of the Closing and on each anniversary of the Closing thereafter (each such anniversary, an “Automatic Extension Date”) the Term shall be extended for an additional period of one year, except as otherwise provided in Section 2(c). If the Closing does not occur, this Agreement shall be null and void and the Current Employment Agreement will continue to be in effect in accordance with its terms.

(b) Termination of Automatic Extension by Notice. The Company or Executive may elect to terminate the automatic extension of the Term set forth in Section 2(a) (“Automatic Extension”) by giving written notice of such election. Any notice given hereunder must be given not less than 90 days prior to the second anniversary of this Agreement or not less than 90 days prior to the applicable Automatic Extension Date.

3. Compensation and Benefits.

(a) Base Salary. As long as Executive remains an employee of the Company, Executive will be paid a base salary of $375,001.12 which shall continue at this rate, subject to adjustment as hereinafter provided. Executive’s base salary shall be reviewed periodically and the Company may increase such base salary, by an amount, if any, that the Company determines to be appropriate. Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive’s annual base salary payable hereunder, as it may be increased from time to time and without reduction for any amounts deferred as described below, is referred to herein as “Base Salary”. Executive’s Base Salary, as in effect from time to time, may not be reduced by the Company without Executive’s consent, provided that the Base Salary payable under this paragraph shall be reduced to the extent Executive elects to defer or reduce such salary under the terms of any deferred compensation or savings plan or other employee benefit arrangement maintained or established by the Company. The Company shall pay Executive the portion of Executive’s Base Salary not deferred in accordance with its customary periodic payroll practices.

(b) Incentive Compensation. Executive shall be eligible to participate in short-term and long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates after the Closing on terms and conditions similar to those applicable to other senior executive officers of the Company generally, but at a level generally consistent with Executive’s position with the Company and the Company’s then current policies and practices.

(1) Benefits. During the Term, Executive shall be eligible to participate in (1) each welfare benefit plan sponsored or maintained by the Company, including, without limitation, each life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and (2) each pension, profit sharing, retirement, deferred compensation or savings plan sponsored or maintained by the Company, in each case, whether now existing or established hereafter, to the extent that Executive is eligible to participate in any such plan under the generally applicable provisions thereof. With respect to the pension or retirement benefits payable to Executive, Executive’s service credited for purposes of determining Executive’s benefits and vesting shall be determined in accordance with the terms of the applicable plan or program. Nothing in this Section 3(c), in and of itself, shall be construed to limit the ability of the Company to amend or terminate any particular plan, program or arrangement.

(2) Vacation. During the Term, Executive shall be entitled to the number of paid vacation days in each year determined by the Company from time to time for its senior executive officers, but not less than four (4) weeks in any year. Executive shall also be entitled to all paid holidays given by the Company to its senior officers. Except as required by law, vacation days which are not used during any calendar year may not be accrued, nor shall Executive be entitled to compensation for unused vacation days, during the Term or upon termination of employment.

(3) Perquisites. During the Term, Executive shall be entitled to receive such perquisites (e.g., fringe benefits) as are generally provided to other senior officers of the Company in accordance with the then current policies and practices of the Company.

(4) Business Expenses. During the Term, the Company shall pay or reimburse Executive for all reasonable expenses incurred or paid by Executive in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may reasonably require and if in accordance with the generally applicable written reimbursement or business expense policies and practices of the Company in effect from time to time. Any such expense reimbursement will be made within thirty (30) days following Executive’s proper submission to the Company of any required documentation, but in no event later than the last day of the calendar year following the calendar year in which the reimbursable expense was incurred.

4. Employment Termination.

The Term of employment under this Agreement may be earlier terminated only as follows:

(a) Cause. The Company shall have the right to terminate Executive’s employment for Cause. For purposes hereof, a termination by the Company for “Cause” shall mean termination by action of the CEO upon at least 15 days prior written notice to Executive

specifying the particulars of the action or inaction alleged to constitute “Cause” because of (1) Executive’s conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any other member of the Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company Group to public ridicule or embarrassment, (2) fraud or other willful misconduct by Executive in respect of Executive’s obligations under this Agreement, or (3) Executive’s continued willful and intentional failure to substantially comply with the reasonable mandates of the CEO commensurate with his/her position after a written demand for substantial compliance is delivered to him/her by the CEO, which demand specifically identifies the mandate(s) with which the CEO believes he/she has not substantially complied, and which failure is not substantially corrected by him/her within 10 days after receipt of such demand. Executive shall not be considered to have failed to substantially comply if (I) he/she fails to so comply by reason of total or partial incapacity due to physical or mental illness or (II) the requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by the Board of Directors of Genesis Healthcare, Inc. (the “Board”); (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, that such action is not in the best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (3) where the CEO has issued a written demand specifically directing the Executive to take or refrain from taking a specified action.

(b) Without Cause. Notwithstanding anything to the contrary contained in this Agreement, the Company may, at any time after at least 90 days prior written notice in accordance with Section 4(f) hereof to Executive, terminate Executive’s employment hereunder without Cause.

(c) Death or Disability. If Executive dies, Executive’s employment shall terminate as of the date of death. If Executive develops a disability, the Company may terminate Executive’s employment for Disability. As used in this Agreement, the term “Disability” shall mean incapacity due to physical or mental illness which has caused Executive to be unable to perform the essential functions of Executive’s position with a reasonable accommodation with the Company on a full time basis for (1) a period of six consecutive months, or (2) for shorter periods aggregating more than six months in any twelve month period. During any period of Disability, Executive agrees to submit to reasonable medical examinations upon the reasonable request, and at the expense, of the Company.

(d) Good Reason.

(1) Except as provided in Section 4(d)(2), Executive may terminate Executive’s employment at any time during the Term of this Agreement for Good Reason upon not less than thirty (30) days’ prior written notice given within one hundred and twenty (120) days after the event purportedly giving rise to Executive’s right to elect; provided, however, that the Company has not cured or otherwise corrected such event prior to the expiration of such 30-

day period. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s written consent:

(A) the assignment to Executive by the Company of any duties materially adversely inconsistent with Executive’s status with the Company or a substantial alteration in the nature or status of Executive’s responsibilities from those in effect immediately following the Closing, or a reduction in Executive’s titles or offices as in effect immediately following the Closing, or any removal of Executive from, or any failure to reelect Executive to, any of such positions, except in connection with the termination of Executive’s employment for Disability or Cause or as a result of Executive’s death or by Executive other than for Good Reason;

(B) a reduction by the Company in Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement;

(C) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates after the Closing, on terms and conditions similar to those applicable to other senior executive officers of the Company generally, but at a level generally consistent with Executive’s position with the Company and the Company’s then current policies and practices;

(D) any relocation of Executive’s principal place of employment to a location more than forty-five (45) miles from Executive’s current residence to the proposed relocated principal place of employment; provided, however, that, if Executive currently resides more than forty-five (45) miles from the location set forth in Section 1 of this Agreement, any relocation of Executive’s principal place of employment to a location more than ten (10) miles further than the distance from Executive’s current residence to the location set forth in Section 1 of this Agreement.

(e) Executive’s Voluntary Termination. Notwithstanding anything to the contrary contained in this Agreement, Executive may, at any time after at least 90 days prior written notice in accordance with Section 4(g) hereof to the Company, terminate voluntarily Executive’s employment hereunder. Upon receiving such notice, the Company may relieve Executive of some or all of Executive’s duties at any time during the notice period without constituting “Good Reason” for termination.

(f) Expiration of Term. Executive’s employment with the Company and its subsidiaries shall cease automatically on the expiration of the Term if the Agreement is not renewed pursuant to Section 2(b) of this Agreement (“Termination by Non-Renewal”).

(g) Notice of Termination. Any termination, except for death, pursuant to this Section 4 shall be communicated by a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate those specific termination provisions in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(h) Date of Termination. “Date of Termination” shall mean (1) if this Agreement is terminated by the Company for Disability, 30 days after Notice of Termination is given to Executive (provided that Executive shall not have returned to the performance of Executive’s duties on a full-time basis during such 30-day period), (2) if Executive’s employment is terminated due to Executive’s death, on the date of death; (3) if Executive’s employment is terminated due to Executive’s voluntary resignation pursuant to Section 4(e), the date specified in the notice given in accordance with said section; or (4) if Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination in accordance with this Agreement.

5. Payments upon Termination.

(a) Termination Due to Death or Disability. Upon Executive’s death or the termination of Executive’s employment by reason of the Disability of Executive, to the extent not theretofore paid or provided, (1) the Company shall pay to Executive’s estate or Executive, as applicable, (A) Executive’s full Base Salary and other accrued benefits earned up to the last day of the month of Executive’s death or termination of employment by reason of Executive’s Disability in a lump sum 30 days after the Date of Termination or as otherwise required by applicable law, (B) all deferred compensation of any kind (in accordance with the terms of the plan), including, without limitation, any amounts earned but not yet paid under any bonus plan in a lump sum 30 days after the Date of Termination, and (C) if any bonus, under any bonus plan of the Company, shall be payable in respect of the year in which Executive’s death or termination of employment by reason of Executive’s Disability occurs, such bonus(es) prorated up to the last day of the month of Executive’s death or termination of employment by reason of Executive’s Disability in a lump sum 30 days after the Date of Termination, and (2) all restricted stock, stock option and performance share awards made to Executive and outstanding as of the Date of Termination shall automatically become fully vested as of the Date of Termination.

(b) Termination for Cause and Resignation Without Good Reason. If Executive’s employment shall be terminated for Cause or Executive resigns during the Term without Good Reason, the Company shall pay Executive, within 30 days after the Date of Termination or as otherwise required by applicable law (i) Executive’s full Base Salary through the Date of Termination at the rate in effect at

the time Notice of Termination is given and (ii) all deferred compensation of any kind to which Executive is entitled on his Date of Termination in accordance with the terms of any deferred compensation agreement. The Company shall have no further obligations to Executive under this Agreement.

In the event (A) the Company terminates Executive’s employment during the Term other than for Cause, death, or Disability (including if the Company terminates Executive’s employment by Non-Renewal); or (B) Executive resigns during the Term for Good Reason, then the Company will pay Executive (a) Executive’s Average Base Salary (as defined below) and (b) Executive’s Average Assumed Cash Incentive Compensation (as defined below), over the one-year periods following termination of employment. Payments under this Section 5(c) for Executive’s Base Salary or Average Base Salary will be made in accordance with Section 3(a) of this Agreement as if they were Base Salary. All stock options, stock awards and similar equity right, if any, granted to Executive and outstanding as of the Date of Termination shall vest and become exercisable immediately prior to the Date of Termination and shall remain exercisable for a period of ninety (90) days following the Date of Termination (or, if sooner, the end of the scheduled term). “Executive’s Average Base Salary” means Executive’s Base Salary for the most recent two years (including the year in which the Date of Termination occurs) divided by two. “Executive’s Average Assumed Cash Incentive Compensation” means all annual bonuses earned as incentive compensation including under the Company’s annual performance bonus, but not including the value of any long-term incentive awards, in consideration of services for the two (2) most recent completed fiscal years prior to the Date of Termination, divided by two (2), or the average annual bonuses earned in such shorter number of fiscal years during which an annual bonus incentive program existed.

The payments under this Section 5(c) are subject to, and conditional upon, Executive executing a general release within 60 days after the Date of Termination of all statutory and common law claims relating to employment and termination from employment in the form attached hereto as Exhibit A (which release must also be signed by the Company and promptly provided to Executive) and such release becoming irrevocable during such 60-day period. Except as provided in the following paragraph with respect to benefit coverage during such 60-day period, if the 60-day period begins in one taxable year and ends in a second taxable year, no payments or benefits will commence until the second taxable year (and, in such event, the first such payment will include any amount that would, but for the requirement that the payment or benefit commence in the second year, have been paid in the first such taxable year.)

specifically excluding any company paid disability plan or program provided by the Company) if Executive’s continued participation is permissible under the general terms and provisions of such plans and programs and Executive continues to pay all applicable premiums. In the event that Executive’s participation in any health, medical or life insurance plan or program is barred by the terms thereof or by law, including the 2010 health care reform law, the Company shall increase the payment above, by a lump sum amount equal to the premiums, if any, that would have been paid with respect to Executive by the Company during the two (2) year period described in the preceding sentence under the plans or programs in which Executive’s participation is barred.. Coverage shall be provided during the 60-day period following termination of employment whether or not a release (described above) has been executed, but will not continue beyond that time absent execution of, and failure to revoke, the required release.

Executive recognizes and accepts that the Company shall not, in any case, be responsible for any additional amount, severance pay, termination pay, severance obligation, incentive compensation payments, costs, attorney’s fees or other damages whatsoever arising from termination of Executive’s employment, above and beyond those specifically provided for herein. Notwithstanding anything herein to the contrary, Executive shall maintain his/her rights under any Company sponsored qualified or nonqualified retirement plan.

6. Executive’s Covenants. Executive hereby acknowledges that this Agreement provides Executive with additional benefits that he/she did not have under his/her prior agreement.

(a) Nondisclosure. At all times during and after the term of this Agreement, Executive shall not disclose or reveal to any Unauthorized Person Confidential Information relating to the members of the Company Group. For purposes of this Section 6, Confidential Information is all information relating to the members of the Company Group that is not known by or readily available to the general public or which becomes known by or readily available to the general public as a result of any improper act or omission of Executive. Notwithstanding anything herein to the contrary, Executive may reveal information, as necessary, (i) pursuant to Executive’s conducting Company business during the Term or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, or as otherwise required by law. For purposes of this Section 6, Unauthorized Person is any person or entity, within or without the Company, who does not need to know the Confidential Information in order to advance a legitimate business interest of the Company, unless the Company has a relationship or agreement with that person or entity such that the person or entity has an enforceable obligation to maintain the confidentiality of the Confidential Information; provided that nothing in this Section 6(a) shall prevent Executive from disclosing Confidential Information to any person within or without the Company as Executive reasonably believes necessary to facilitate the performance of Executive’s material duties and responsibilities as specified in Section 1.

(b) Non-Competition. During the Term hereof and for a period of one (1) year

following Executive’s termination of employment for any reason, Executive shall not, except with the Company’s express prior written consent, directly or indirectly, in any capacity, for the benefit of any entity or person:

(1) Solicit any entity or person who is or during such period becomes a customer, supplier, salesman, agent or representative of any member of the Company Group, in any manner which interferes or might interfere with such entity or person’s relationship with any member of the Company Group, or in an effort to obtain such entity or person as a customer, supplier, salesman, agent, or representative of any business in competition with any member of the Company Group which conducts operations within 15 miles of any office or facility owned, leased or operated by any member of the Company Group or in any county, or similar political subdivision, in which any member of the Company Group conducts substantial business.

(2) Solicit the employment of any person who is, or was at any time during the three (3) months immediately prior to the termination of Executive’s employment, an employee, consultant, officer or director of any member of the Company Group (except for such employment by any member of the Company Group);

(3) Hire any person (whether as an employee, officer, director, agent, consultant or independent contractor) who is, or was at any time during the three (3) months prior to termination of Executive’s employment, an officer or managing director of the any member of the Company Group (except for such employment by any member of the Company Group);

(4) Establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent of the stock of a corporation whose shares are publicly traded), management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any entity or person in any business in competition with any member of the Company Group, if such entity or person has any office or facility at any location within 15 miles of any office or facility owned, leased or operated by any member of the Company Group or conducts substantial business in any county, or similar political subdivision, in which any member of the Company Group conducts substantial business, or act or conduct himself/herself in any manner which Executive would have reason to believe inimical or contrary to the best interests of the Company.

(c) If Executive’s employment is terminated in any manner, including non-renewal, other than by the Company with Cause or for Disability, or by the Executive without Good Reason, the time period for the restrictions in Section 6(b)(4) will be the same as the time period during which Executive is to continue to receive his or her Base Salary under this Agreement or, if the post-termination severance payments related to Base Salary is paid in a lump sum, the time period for the restrictions in Section 6(b)(4) will equal to the number of years of Base Salary payable to the Executive as severance (e.g., if Executive is entitled to payments under Section 5(c), time period for the restrictions in Section 6(b)(4) will equal one year).

(d) Enforcement. Executive acknowledges that any breach by Executive of any of the covenants and agreements of this Section 6 (“Covenants”) will result in irreparable injury to the Company for which money damages could not adequately compensate the Company, and therefore, in the event of any such breach, the Company shall be entitled, in addition to all other rights and remedies which the Company may have at law or in equity, to have an injunction issued by any competent court enjoining and restraining Executive and/or all other entities or persons involved therein from continuing such breach. The existence of any claim or cause of action which Executive or any such other entity or person may have against the Company shall not constitute a defense or bar to the enforcement of any of the Covenants. If the Company is obliged to resort to litigation to enforce any of the Covenants which has a fixed term, then such term shall be extended for a period of time equal to the period during which a material breach of such Covenant was occurring, beginning on the date of a final court order (without further right of appeal) holding that such a material breach occurred, or, if later, the last day of the original fixed term of such Covenant. For purposes of Section 8(d), the term “Company” shall include all affiliates and subsidiaries of the Company.

(e) Consideration. Executive expressly acknowledges that the Covenants are a material part of the consideration bargained for by the Company and, without the agreement of Executive to be bound by the Covenants, the Company would not have agreed to enter into this Agreement.

(f) Scope. If any portion of any Covenant or its application is construed to be invalid, illegal or unenforceable, then the other portions and their application shall not be affected thereby and shall be enforceable without regard thereto. If any of the Covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, then the court making such determination shall have the power to reduce or limit such scope, duration, area or other factor, and such Covenant shall then be enforceable in its reduced or limited form.

7. No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer after the Date of Termination, or otherwise. The amounts payable to Executive under Section 5 hereof shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of Executive’s employment in the circumstances contemplated by this Agreement.

8. Duties Upon Termination.

(a) Return of Materials. Executive agrees that he/she will, upon termination of his/her employment with the Company for any reason whatsoever, deliver to the Company or where delivery of the documents is not feasible, such as electronic documents and records, destroy any and all records, forms, contracts, memoranda, work papers, lists of names or other customer data and any other articles or papers which have come into Executive’s possession by reason of

his/her employment with the Company or which he/she holds for the Company, regardless of whether or not any of said items were prepared by Executive, and he/she shall not retain memoranda or copies of any of said items. Executive shall assign to the Company all rights to trade secrets and the products relating to the Company’s business developed by Executive alone or in conjunction with others at any time alike employed by the Company. Notwithstanding anything herein to the contrary, Executive may retain this Agreement, any documents relating to this Agreement and any documents relating to Executive’s compensation, benefits, retirement plans and deferred compensation plans, and Executive may retain copies of certain non-confidential materials, with the prior consent of the CEO.

(b) Resignation from All Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the CEO, Executive shall immediately resign from all positions that he/she holds or has ever held with any member of the Company Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he/she shall be treated for all purposes as having so resigned upon termination of his/her employment, regardless of when or whether he/she executes any such documentation.

(c) Cooperation. For a period of two (2) years following the termination of Executive’s employment, Executive will respond to reasonable, limited inquiries from any member of the Company Group with respect to matters within Executive’s knowledge. Executive need only respond to such inquiries by telephone or E-mail, and the amount of detail in such response and the promptness with which it is made will depend on, among other things, the other demands on Executive’s time.

9. Miscellaneous.

(a) Notices. All notices, requests, demands, consents or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if and when (1) delivered personally, (2) mailed by first class certified mail, return receipt requested, postage prepaid, or (3) sent by a nationally recognized express courier service, postage or delivery changes prepaid, with receipt, or (4) delivered by telecopy (with receipt, and with original delivered in accordance with any of (1), (2) or (3) above) to the parties at their respective addresses stated below or to such other addresses of which the parties may give notice in accordance with this Section.

To Executive at the Executive’s address in the Company’s records.

To the Company at:

Genesis Administrative Services, LLC

101 East State Street

Kennett Square PA 19348

Attention: Law Department

Attention: CEO

And with a copy to:

The Chairman of the Board at the address provided to the Executive by the Company from time to time

And with a copy to:

The Chairman of the Compensation Committee at the address provided to the Executive by the Company from time to time

(b) Entire Understanding. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous, written, oral, expressed or implied, communications, agreements and understandings with respect to the subject matter hereof. Upon effectiveness of this Agreement, this Agreement supersedes all prior agreements (including but not limited to the Current Employment Agreement) and discussions between the Company and Executive regarding the same subject matter.

(c) Modification. Except for increases in compensation made as provided in section 3(a), this Agreement shall not be amended, modified, supplemented or terminated except in writing signed by both parties. No action taken by the Company hereunder, including without limitation any waiver, consent or approval, shall be effective unless recommended by the CEO and approved by the Board.

(d) Termination of Prior Employment Agreements. All prior employment agreements between Executive and the Company and/or any of its affiliates (and any of their predecessors) are hereby terminated as of the Effective Date.

(e) Assignability and Binding Effect. This Agreement (including the covenants set forth in Section 6) shall inure to the benefit of and shall be binding upon the Company and its successors (including successors to all or substantially all of the Company’s assets) and permitted assigns and upon Executive and Executive’s heirs, executors, legal representatives, successors and permitted assigns. This Agreement, including but not limited to the covenants contained in Section 6 above, may be assigned or otherwise transferred by the Company to any of its successors (including successors to all or substantially all of the Company’s assets), subsidiaries or other affiliates and by such transferees to its subsidiaries or other affiliates, provided that, in any assignment or transfer the assignee or transferee agrees to be bound by the terms and conditions hereof. Upon assignment or transfer, the “Company” herein shall mean the buyer, assignee or transferee of this Agreement. This Agreement may not, however, be assigned by Executive to a third party, nor may Executive delegate his/her duties under this Agreement.

(f) Severability. If any provision of this Agreement is construed to be invalid, illegal

or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.

(g) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original hereof, and it shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart hereof.

(h) Section Headings. Section and subsection headings in this Agreement are inserted for convenience of reference only, and shall neither constitute a part of this Agreement nor affect its construction, interpretation, meaning or effect.

(i) References. All words used in this Agreement shall be construed to be of such number and gender as the context requires or penults.

(j) Governing Law and Venue. This Agreement is made under, and shall be governed by, construed and enforced in accordance with, the substantive laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed entirely therein. The parties consent to the authority and exclusive jurisdiction of the Court of Common Pleas for Chester County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania for purposes of any dispute related to this Agreement.

(k) Approval and Authorizations. The execution and the implementation of the terms and conditions of this Agreement have been fully authorized by the Board of Managers of the Company upon the recommendation of the CEO.

(l) Indulgences, Etc. Neither the failure nor delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall the single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(m) Attorney’s Fees . In the event that Executive institutes any legal action to enforce Executive’s rights under, or to recover damages for breach of this Agreement, Executive, if Executive is the prevailing party, shall be entitled to recover from the Company any reasonable expenses for attorney’s fees and disbursements incurred by Executive.

(n) Code Section 409A. This Agreement is intended to comply with Code Section 409A and Treasury Regulations thereunder (“409A”) and shall be administered and interpreted accordingly, including, without limitation, interpretation of “termination of employment” in a manner consistent with the definition of separation from service under 409A. Any installment payments hereunder shall be treated as separate payments for purposes of 409A’s rules regarding treatment of installment payments as single versus separate payments.

Notwithstanding any other Section of this Agreement, any reimbursements hereunder (other than tax gross-up payments) shall be made by the end of the calendar year following the calendar year in which the related expense is incurred (or by such earlier date prescribed elsewhere in this Agreement). Any expense reimbursements hereunder during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Notwithstanding any other Section of this Agreement, reimbursement of expenses incurred due to a tax audit or litigation and any tax-gross up payment shall be made by the end of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority, or where no taxes are remitted, the end of the calendar year following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation (or by such earlier date prescribed elsewhere in this Agreement.) In the event Executive is a specified employee of a public company on the Date of Termination then, to the extent required by 409A , payments hereunder shall be made or commence, as applicable, on the first day of the month following the six-month anniversary of the Date of Termination, with amounts that would have been paid during such six-month delay included in the first payment. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under 409A, if any payments are due under Section 5(c) with respect to a termination of employment which occurred during 2015, such payments shall be made under payment timing rules provided for substantially similar payments under the Current Employment Agreement.

(o) Indemnification. (i) The Company shall maintain in effect, during the Term and for a period of at least six (6) years following the Term, directors’ and officers’ liability insurance and fiduciary liability insurance covering Executive and his Legal Representatives (as defined below), with benefits and levels of coverage at least as favorable as that provided under the Company’s policies as of immediately following the Closing. Such insurance shall be obtained from an insurance carrier with the same or better credit rating as the Company’s insurance carrier, with respect to such policies, as of immediately following the Closing. The Company shall indemnify Executive and Executive’s beneficiaries and successors (the “Legal Representatives”) to the fullest extent permitted by applicable law against all costs, charges, damages, amounts paid in settlement or expenses (including reasonable attorneys’ fees) whatsoever incurred or sustained by Executive or Executive’s Legal Representatives in connection with any threatened, pending or completed action, suit or proceeding to which Executive or Executive’s Legal Representatives may be made a party as a result of the entering into of this Agreement or the performance of services hereunder. This indemnification provision is in addition to, and is not in substitution for, any other indemnification rights that Executive might have under any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive; provided, however, that any indemnity payments made pursuant to this Section (o) shall not be duplicative of payments made pursuant to any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive.

(ii) Notice of Claim. Executive shall give to the Company notice of any claim made against him / her for which indemnification will or could be sought under this Section

(o). In addition, Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within Executive’s power, at such times and places as are convenient for Executive.

(iii) Defense of Claim. With respect to any claim under this Section (o) as to which Executive notifies the Company of the commencement thereof:

(A) The Company will be entitled to participate therein at its own expense; and

(B) To the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of any member of the Company Group.

(C) The Company shall not be liable to indemnify Executive under this Section (o) for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner without Executive’s written consent, which (i) would impose any penalty or limitation on Executive, or (ii) does not deny all liability and wrongdoing by Executive.. Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed settlement.

(iv) Timing of Payment. The Company shall pay all costs and expenses (including reasonable attorneys’ fees) incurred by Executive or Executive’s Legal Representatives in connection with the investigation, defense, settlement or appeal of any action, suit or proceeding within thirty days of presentation to the Company of an itemized statement of such costs and expenses. The Company shall pay any damages or settlement amounts to the claiming party when such amounts are due and owing under any court order or settlement document. If the Company does not pay any amounts on a timely basis, Executive or his Legal Representatives may bring a claim for payment against the Company and the Company shall pay Executive’s or his Legal Representative’s costs and expenses (including reasonable attorneys’ fees) in connection with such claim.

(v) Survival. Notwithstanding anything contained herein to the contrary, the provisions of this Section (o) shall survive the termination of this Agreement.

[Signature Page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above mentioned, under seal, intending to be legally bound hereby.

GENESIS ADMINISTRATIVE SERVICES, LLC


By:		/s/ George V. Hager, Jr.
	Name:	George V. Hager, Jr.
	Title:	Chief Executive Officer

	EXECUTIVE:


	/s/ Thomas DiVittorio
	Thomas DiVittorio

[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

FORM OF RELEASE AGREEMENT

This Release Agreement (“Release”) is entered into as of this day of , , hereinafter “Execution Date”, by and between Thomas DiVittorio (hereinafter “Employee”), and Genesis Administrative Services, LLC and its successors and assigns (hereinafter, the Company”). The Employee and the Company are sometimes collectively referred to as the “Parties”.

1. The Employee’s employment with the Company is terminated effective the day of , , (hereinafter “Termination Date”). The Parties have agreed to avoid and resolve any alleged existing or potential disagreements between them arising out of or connected with the Employee’s employment with the Company including the termination thereof. The Company expressly disclaims any wrongdoing or any liability to the Employee.

2. The Company agrees to provide the Employee the severance benefits provided for in his/her Employment Agreement with the Company, after he/she executes this Release and the Release becomes effective pursuant to its terms.

3. Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his/her employment with, or resignation from, the Company, provided, however, that nothing contained in this Section 3 shall prohibit Employee from bringing a claim to challenge the validity of the ADEA Release in Section 9 herein. Employee acknowledges that he / she has been paid all salary, bonuses, and other compensation and reimbursable expenses due him / her from the Company. Employee further represents that he / she has advised the Company’s General Counsel or Compliance Officer of any potential violation of law, regulation, contractual obligation or Company policy, by the Company or any entity acting for the Company, of which he / she is aware. In consideration of the benefits described in Section 2, for Employee and Employee’s heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”), Employee agrees to release the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee and his/her Releasers now have or have ever had against the Released Parties, whether known or unknown, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Americans with Disabilities

Act, Title VII of the Civil Rights Act of 1964 as amended, the discrimination or other employment laws of the Commonwealth of Pennsylvania; any claims brought under any federal or state statute or regulation for non-payment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that (a) post-date the Termination Date, (b) relate to any unemployment compensation claim Employee may have, (c) involve rights to receive vested benefits to which Employee is entitled as of the Termination Date under any qualified or nonqualified employee benefit plans and arrangements of the Company, or (d) relate to claims for indemnification as provided under applicable law, any applicable insurance policies, e.g., directors and officers insurance, the Articles of Incorporation or By-Laws of the Company or any affiliate of the Company, or any applicable policy statements or indemnification agreements by or with the Company or any affiliate of the Company.

4. The Company, on its own behalf and on behalf of the Released Parties, hereby releases Employee from all claims, causes of actions, demands or liabilities which arose against the Employee on or before the time it signs this Agreement. This release covers any claims, whether the facts or circumstances giving rise to them are currently known or unknown. This Paragraph, however, does not apply to or adversely affect any claims against Employee which allege or involve the following: (i) a failure to deal fairly with the Company or its shareholders in connection with a matter in which Employee has a conflict of interest; (ii) a violation of criminal law, unless Employee has reasonable cause to believe that his/her conduct was lawful; or (iii) willful misconduct or gross negligence by Employee; or (iv) post-termination obligations owed by him/her to the Company under the Employment Agreement date February 2, 2015 between the Company and the Employee. The Company will indemnify Employee for reasonable attorneys’ fees, costs and damages which may arise in connection with any proceeding by the Company or any Released Party which is inconsistent with this Release by the Company and the Released Parties.

5. Employee agrees to keep the fact that this Release exists and the terms of this Release in strict confidence except to his/her immediate family and his/her financial and legal advisors on a need-to-know basis, except as required by law.

6. Employee agrees not to make any derogatory statement with regard to the performance, character, or reputation of the Company, its personnel or employees, officers, owners, or attorneys and any and all related entities, or assert that any current or former employee, agent, director or officer of same has acted improperly or unlawfully with respect to Employee. Employee acknowledges that during his/her employment with Employer he/she was one of Employer’s highest level executives. Employee further acknowledges that he/she participated in and was privy to attorney-client communications and other privileged matters. In addition to his/her post-termination non-disclosure obligations, Employee further agrees that he/she will also keep all such communications and matters confidential. Employee agrees that he/she will not provide information or testimony about any information he/she gained through his/her employment with Employer unless requested by Employer or unless Employee receives an enforceable subpoena compelling his/her

testimony. Employee agrees to promptly notify Company of the receipt of any such subpoena. Employee also agrees not to communicate in any manner with the press (including, without limitation, internet, television, radio, magazine, and newspaper) without the express written consent of the Company, regarding the Company and its business activities.

9. In further recognition of the above, Employee hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he/she may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. The Employee acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Employee specifically agrees and acknowledges that: (A) the release in this Section 9 was granted in exchange for the receipt of consideration that exceeds the amount to which he/she would otherwise be entitled to receive upon termination of his/her employment; (B) his/her waiver of rights under this Release is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B) that he/she has read and understands the terms of this Release; (C) he/she has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him/her a period of up to twenty-one (21) days within which to consider this Release, which period shall be waived by the Employee’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his/her execution of this Release he/she has seven (7) days in which to revoke his/her release as set forth in this Section 9 only and that, if he/she chooses not to so revoke, the Release in this Section 9 shall then become effective and enforceable and the payment listed above shall then be made to his/her in accordance with the terms of this Release. To cancel this Release, Employee understands that he/she must give a written revocation to the General Counsel of the Company, either by hand delivery or

certified mail within the seven-day period. If he/she rescinds the Release, it will not become effective or enforceable and he/she will not be entitled to any benefits from the Company.

10. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, AND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

ACCEPTED AND AGREED TO:



Genesis Administrative Services, LLC			Thomas DiVittorio


Dated:			Dated:

Exhibit 10.7

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) dated February 24,2015 is entered into by and between Genesis Administrative Services, LLC (together with its subsidiaries and affiliates being collectively referred to herein as the “Company”) and Roland Rapp (the “Consultant”).

WITNESSETH

WHEREAS, Consultant is experienced with and has expertise in the area of HUD financing;

WHEREAS, the Company desires to engage Consultant, and Consultant desires to provide services to the Company, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and intending to be legally bound hereby, the parties agree as follows:

1. Offer and Acceptance of Consulting Arrangement . The Company hereby agrees to engage Consultant during the Consulting Period, as defined below, as a consultant, and Consultant accepts such engagement, as follows and as otherwise set forth in this Agreement:

a. Consultant agrees to oversee the Company’s efforts, to finance or re-finance the 67 facilities listed on Exhibit “A” hereof (the “Facilities”) with Berkadia or such other lender designated by the Company, and insured by HUD (“HUD Financing”), in a single transaction or series of transactions (each, a “Financing Transaction”), in the approximate aggregate principal amount of $360,000,000.00.

b. Consultant shall devote sufficient time to the Consulting arrangement during the Consulting Period to materially and consistently progress toward closing as many Financing Transactions as is reasonably practicable, as soon as reasonably practicable.

c. All terms and conditions of each and every Financing Transaction must be approved in writing by the Company and all documents relating to each Financing Transaction must be executed by proper and authorized officers of the Company.

d. All expenses of the Company’s efforts to consummate any Transaction shall be borne by the Company and paid by the Company directly. Notwithstanding the foregoing, Company must approve, in advance and in writing, the engagement of any non-employee consultants such as attorneys or accounting firms, and the incurrence of any expenses individually or in the aggregate of $10,000 per month, or greater.

e. Consultant’s principal base of operations during the Consulting Term shall be the Company’s offices in Foothill Ranch, CA.

f. The Company will provide to Consultant office space, administrative support services and other internal support services, including finance, accounting and in-house legal services, as are reasonably necessary for Consultant to provide his services hereunder.

2. Term . The period of Consultant’s consulting arrangement under this Agreement shall commence on March 3, 2015 and automatically terminate on December 31, 2015, unless sooner terminated as provided herein (the “Consulting Period”). The Consulting Period may be extended by mutual written agreement.

3. Compensation .

a. Consulting Base Fee . Consultant will be paid a base fee (“Base Fee”) of 10 basis points (bps) per dollar of principal amounts of successfully completed HUD Financing, payable at or promptly following the funding of such loans. By way of example only, if the Company closes on HUD Financing in June, 2015, in the principal amount of $150,000,000.00, then at the closing of such financing or promptly thereafter, Consultant shall be paid a Base Fee of$150,000.00 (10 bps of $150,000,000).

b. Bonus Fee . If and to the extent the Company successfully completes HUD Financing relating to Facilities of$270,000,000 or more prior to January 1, 2016, Consultant will be paid an additional fee (“Bonus Fee”) of 5 bps on the aggregate amount funded prior to January 1, 2016. By way of example only, if the Company closes on HUD Financing in June, 2015, in the principal amount of $150,000,000.00, then at the closing of such financing or promptly thereafter, Consultant shall be paid a Base Fee of $150,000.00 (10 bps of $150,000,000); if the Company also closes on HUD Financing in December, 2015, in the principal amount of $120,000,000.00, then Consultant shall be paid a Base Fee of$120,000 (10 bps of$120,000,000) and a Bonus Fee of$135,000 (5 bps of $270,000,000).

c. Business Expenses . The Company shall reimburse Consultant for all reasonable expenses incurred or paid by Consultant in the performance of Consultant’s duties hereunder, upon presentation of receipts and such other information as the Company may reasonably require and in accordance with the then generally applicable policies and practices of the Company.

d. Other Compensation . Consultant shall not be entitled to, nor shall Consultant seek compensation from any source other than the Company for the services performed pursuant to this Agreement

e. Tail . If, within 180 days after the expiration or earlier termination (other than by Company, for cause) of this Agreement, the Company successfully completes any Transaction(s) to which Consultant materially contributed as reasonably determined by the Company, then upon the closing of such Transaction, the Company shall pay to the Consultant the Base Fee relating to such Transaction. The amount, if any, that becomes payable to the Consultant under this paragraph shall be paid promptly following the closing of the Transaction giving rise to the payment obligation.

4. Consulting Termination . If Company or Consultant shall commit a material breach of a material provision of this Agreement, and such material breach shall continue for a period of fifteen (15) days after written notice by the non-defaulting party to the other specifying the material breach in question and requesting that the material breach be cured, then this Agreement shall terminate, at the option of the non-defaulting party, on three (3) days further written notice to the other party.

5. Non-disclosure . At all times during and after the Consulting Period, Consultant shall keep confidential all information to which it has access, written or verbal, and shall not, except with Company’s express prior written consent, or except in the proper course of this contract as a Consultant to the

Company, directly or indirectly, communicate, disclose, divulge, publish, or otherwise express, to any Person, or use for its own benefit or the benefit of any person or entity, any trade secrets, confidential or proprietary knowledge or information, no matter when or how acquired concerning the conduct and details of Company’s or Skilled’s business, including without limitation, names of customers and suppliers, marketing methods, trade secrets, policies, prospects and financial condition. For purposes of this Section, confidential information shall not include any information which (a) is or becomes known by or readily available to the general public other than as a result of any improper act or omission of Consultant; (b) becomes rightfully known by the Consultant from a third party not subject to any independent confidentiality or proprietary restriction; (c) is approved by the Company for disclosure; or (d) is or was developed independently by the Consultant without use of our reference to any of the Company’s or Skilled’s confidential information. Notwithstanding the foregoing, it is understood that the Consultant is free to use Consultant’s own skill, knowledge, know-how and experience as Consultant sees fit.

6. Miscellaneous .

a. Notices . All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if and when (i) delivered personally; (ii) five (5) days after being mailed by first class certified mail, return receipt requested, postage prepaid, or (iii) sent by a nationally recognized express courier service or overnight mail service, postage or delivery changes prepaid, with receipt, or (iv) delivered by telecopy, facsimile or e-mail (with successful transmission receipt (or, in the case of e-mail, no automated network notice of failed delivery of the message), and in each case with original delivered in accordance with any of (i), (ii) or (iii) above) to the parties at their respective addresses stated below or to such other addresses of which the parties may give notice in accordance with this Section. Any notices to the Company shall be to the address set forth on the signature page hereof. Any notices to the Consultant shall be provided to: .

b. Entire Understanding . This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous, written, oral, expressed or implied, communications, agreements and understandings with respect to the subject matter hereof.

c. Modification . This Agreement can only be amended, modified, supplemented or terminated by a writing signed by both parties and expressly stating the applicable amendment, modification, supplement or termination.

d. Assignment . This Agreement shall inure to the benefit of and shall be binding upon the Company and its successors and permitted assigns and upon Consultant and Consultant’s heirs, executors, legal representatives, successors and permitted assigns. This Agreement may be assigned or otherwise transferred by the Company to any of its subsidiaries or other affiliates and. by such transferees to its subsidiaries or other affiliates, provided that, in any assignment or transfer the buyer, assignee or transferee agrees to be bound by the terms and conditions hereof and further provided that the Company shall guaranty any monetary obligations of the assignee that are assigned hereby. Upon assignment or transfer, the “Company” herein shall mean the buyer, assignee or transferee of this Agreement. This Agreement may not, however, be assigned by Consultant to a third party, nor may Consultant delegate his duties under this Agreement. For the avoidance of doubt, if the Company is acquired by or merges with

any other entity, this Agreement shall be binding upon the Company’s applicable successor(s) and assignee(s) in accordance with its terms.

e. Law and Venue . This Agreement is made under, and shall be governed by, construed and enforced in accordance with, the substantive laws of the State of California applicable to agreements made and to be performed entirely therein. The parties agree that any dispute hereunder shall be venued solely in Orange County, California, unless the parties later mutually agree otherwise, and the parties agree to submit any dispute relating to or arising out of this Agreement and the transactions contemplated hereby to non-binding mediation with a mediator agreeable to both parties, and, if such mediation does not fully and finally resolve the applicable dispute(s), then to binding arbitration held in Orange County, California and conducted pursuant to the then-applicable commercial arbitration rules of the American Arbitration Association.

f. Severability . Should any provision of this Agreement be declared invalid for any reason, such decision shall not affect the validity of any other provisions, which other provisions shall remain in force and effect as if this Agreement had been executed with the invalid provision(s) eliminated. The parties shall use their best efforts to agree upon a valid substitute provision in accordance with the purpose of this Agreement and the intent of the parties.

g. Survivability . All rights and obligations of the parties which by intent or meaning have validity beyond or by their nature apply or are to be performed or exercised after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement for the period so specified, if any, or for perpetuity.

h. Interpretation . Whenever used in this Agreement and when required by the context, the singular number shall include the plural and the plural the singular. Pronouns of one gender shall include all genders, masculine, feminine and neuter.

i. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

j. Relationship of Parties . Consultant shall be deemed an independent contractor of Company and not an employee. Nothing contained in this Agreement shall constitute or be construed as to create a partnership, or joint venture, between Consultant and Company. Consultant, as an independent contractor, is not eligible for, or entitled to, any benefits from the Company. Consultant will be responsible for any state and federal withholdings and taxes related to his compensation. Consultant (acting through its principal or otherwise) has no authority, as an agent or otherwise, to bind the Company, and shall not hold itself (or himself) out to any third parties as having such authority. Nothing in this Agreement shall supersede any terms, conditions or provisions of Consultant’s Employment Agreement with Skilled, which is expected to be terminated 30 day following the Closing, or to any severance benefits to which Consultant is entitled under the Employment Agreement or otherwise. By way of example only and without limitation, any fees payable to Consultant pursuant to the Agreement shall be in addition to, and not instead of, any amounts due and owing to Consultant under the Employment Agreement or otherwise; and any confidentiality, restrictive covenants or similar provisions all continue to be applicable.

k. Indemnification . Each party agrees to indemnify and hold harmless the other from and against any and all claims, costs, actions, suits judgments, damages, liabilities, losses, or expenses including, without limitation, reasonable attorneys’ fees and the reasonable fees of expert witnesses and other consultants, which arise or are asserted against or imposed upon or incurred by the party seeking indemnification as a consequence of any negligent act or omission or willful misconduct by the party from whom indemnification is sought (“Indemnitor”) or any employees, agents, or contractors of the Indemnitor. This provision shall survive termination of this Agreement. Nothing in this Agreement shall be construed to limit the indemnity or contribution rights or obligations that the parties may have under applicable law. Nothing in this Agreement shall supersede or limit in any way, any terms and conditions or provisions of Consultant’s Indemnification Agreement dated April19, 2007.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above mentioned, under seal, intending to be legally bound hereby.

CONSULTANT

/s/ Roland Rapp

Roland Rapp


COMPANY

Genesis Administrative Services, LLC

/s/ Michael S. Sherman

Name: Michael S. Sherman

Its: Senior Vice President

Exhibit 10.8

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “ Agreement ”), effective as set forth in section 4(c)(vii) below, is entered into by and between Robert H. Fish (“ Employee ”) and Skilled Healthcare, LLC (“ Employer ”), on behalf of itself individually and any and all past and present parents, affiliates and subsidiary companies (collectively, the “ Company ”).

WHEREAS, Employee has been an employee of Employer pursuant to an Employment Agreement executed by the parties as of November 23, 2013 (“Employment Agreement”); and

WHEREAS, Employee and Employer wish to terminate their employment relationship on mutually acceptable terms and conditions.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee (individually, a “ Party ,” and collectively the “ Parties ”) hereby agree as follows:

1. Termination of Employment . Employee acknowledges that his/her employment and all of his/her positions with the Company is terminated as of February 2, 2015 (the “Termination Date”). Employee agrees that from and after the Termination Date he/she shall not hold himself/herself out as an employee, agent or authorized representative of the Company, negotiate or enter into any agreements on behalf of the Company, or otherwise purport to bind the Company in any way. Employee understands that the termination of his/her employment terminates Employee’s right or claim to compensation or any other benefits of employment with the Company beyond the Termination Date, except that he/she shall be entitled to the separation compensation expressly set forth in this Agreement on the terms and subject to the conditions of this Agreement. Employee further acknowledges that, with the Payment set forth in Paragraph 2 of this Agreement, he/she will have been paid all earned wages and other compensation incident to his/her employment to which he/she was entitled through the Termination Date, including without limitation, any accrued, unused vacation pay and/or paid time off.

2. Separation Benefits to Employee . In consideration for Employee’s entering into this Agreement and Employee’s continuing compliance with his/her obligations hereunder from and after the Termination Date as provided herein, the Company shall pay Employee One Million Five Hundred Twenty-Seven Thousand One Hundred Seventy-Nine Dollars and Forty-Eight Cents ($1,527,179.48), less all applicable deductions and withholdings as required by law or authorized by Employee; this payment shall be made by the Company in a lump sum within sixty (60) days following the Termination Date. The Company shall also continue Employee’s medical, dental and vision benefits at the Employee’s current levels, if any, at the Company’s expense for a period of up to twenty-four (24) months following the Termination Date. The payments and benefits contemplated hereunder are collectively referred to as the “Payment.” Notwithstanding anything herein to the contrary, the Company shall have no obligation to make the Payment if Employee revokes this Agreement as provided in Section 4(c) hereof. Employee

understands that the Payment represents the Company’s sole financial obligation to Employee from and after the Termination Date, and that, without limiting the foregoing, Employee is not entitled to severance or separation pay or other benefits under any other plan, policy or agreement except as expressly required by law, and that any other prior agreements and understandings between the Company and Employee shall from and after the Termination Date be null and void and of no force and effect (except the provisions of the Employment Agreement that survive the termination thereof).

3. No Admissions . Employee understands that neither this Agreement nor the making of this Agreement is intended, and shall not be construed, as an admission that the Company or any of the other Company Releasees (as defined below) has violated any federal, state or local law (statutory, decisional or common law), or any ordinance or regulation, or has committed any wrong whatsoever with respect to Employee (including, but not limited to, breach of any contract, actual or implied, or any tort). The Company and each of the other Company Releasees expressly deny any such violation or wrongdoing whatsoever. This Agreement may not be introduced in any action or proceeding by anyone for any purpose except to evidence or to enforce its terms.

4. General Release by Employee .

a. In exchange for the Company’s promises as set forth herein (including without limitation its obligations as set forth in Section 2 ), and for other good and valuable consideration, the receipt and sufficiency of which Employee hereby acknowledges, to the fullest extent permitted by law Employee hereby irrevocably and unconditionally releases, waives and forever discharges the Company, its direct and indirect parents, subsidiaries and affiliates, partnerships, successors and assigns, and all of their past and present directors, members, partners, contractors, distributors, officers, stockholders, consultants, agents, representatives, attorneys, employees, employee benefit plans and plan fiduciaries (collectively, the “ Company Releasees ”), individually and collectively, from any and all actions, causes of action, claims, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, suspected or unsuspected, known or unknown, past or present, that he/she has ever had, may now have, or may later assert against any of the Company Releasees, whether or not arising out of or related to Employee’s employment by or the performance of any services to or on behalf of the Company or the termination of that employment and those services, from the beginning of time through the date of Employee’s execution and delivery of this Agreement (hereinafter referred to as “ Employee Claims ”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor, employment or civil rights laws, as amended, including, without limitation, the federal Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Sarbanes-Oxley Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5;

the Moore-Brown-Roberti Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, California Labor Code §§ 1102.5(a),(b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Business and Professions Code, as amended; the Ralph Civil Rights Act; the Tom Bane Civil Rights Act; or under the California Labor Code, and any other federal, state or local laws against discrimination; (ii) any claims arising out of or related to any and all other federal, state or local constitutions, statutes, rules or regulations; (iii) any claims arising out of any contract, agreement or understanding; or (iv) any claims arising under any common law right of any kind whatsoever, including, without limitation, any claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, stock bonus or options, stock, overtime compensation, severance pay or benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses. Notwithstanding the foregoing, Employee’s release herein shall not affect Employee’s rights, if any, to enforce the terms of this Agreement or the Employment Agreement, or under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

b. Employee further waives and relinquishes any rights and benefits which he/she has or may have under California Civil Code § 1542, and any other similar provision of federal, state or local law (including, without limitation any law of the state(s) in which Employee resides or was employed by the Company) to the fullest extent that Employee may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. California Civil Code § 1542 provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Employee understands that he/she is referred to in this statute as the ‘creditor’ and the Company or other Released Party is referred to as the ‘debtor’. Employee acknowledges that he/she is aware that he/she may later discover facts in addition to or different from those which he/she now knows or believes to be true with respect to the subject matter of this Agreement, but it is his/her intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between the parties hereto, and that in furtherance of this intention, the releases given in this Agreement shall be and remain in effect as full and complete general releases notwithstanding discovery or existence of any such additional or different facts.

c. Employee agrees and expressly acknowledges that this Agreement includes a waiver and release of all claims which he/she has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms

and conditions apply to and are part of the waiver and release of ADEA claims under this Agreement:

(i) This paragraph and this Agreement are written in a manner calculated to be understood by him/her.

(ii) The waiver and release of claims under the ADEA contained in this Agreement do not cover rights or claims that may arise after the date of Employee’s execution and delivery of this Agreement.

(iii) This Agreement provides for consideration in addition to anything of value to which Employee is already entitled.

(iv) Employee has been advised to consult an attorney before signing this Agreement.

(v) Employee has been granted forty-five (45) days after he/she is presented with this Agreement, and the information as required by the ADEA (a copy of such information being attached to and made part of this Agreement as Attachment A), to decide whether or not to sign this Agreement. If Employee executes this Agreement prior to the expiration of such period, he/she does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the forty-five (45) day period.

(vi) Employee has the right to revoke this Agreement within seven (7) days of signing this Agreement. However, in the event this Agreement is so revoked, this Agreement will be null and void in its entirety ab initio, and Employee shall not receive (or be entitled to retain) any portion of the Payment.

(vii) If Employee wishes to revoke this Agreement, he/she may do so only by timely delivering to Employer written notice stating Employee’s revocation of this Agreement. Such written notice must be received by Employer, at Employer’s address for notices as set forth on the signature page hereof, no later than the seventh (7 th ) day after the date of this Agreement. Accordingly, the terms of this Agreement shall become effective, final and binding on the 8 th calendar day after Employee signs the Agreement provided he/she has not revoked it. Any revocation hereunder shall not affect Employee’s termination of employment.

d. To the fullest extent permitted by law, Employee agrees that he/she will not, directly or indirectly, individually or through one or more intermediaries, lodge or assist anyone else in lodging any formal or informal complaint, claim, charge, action or proceeding in court, with any federal, state or local agency or any other forum, in any jurisdiction (collectively “ Proceeding ”), against the Company or any of the other Company Releasees arising out of or related to Employee Claims, Employee’s employment by the Company or the termination of that employment, or the performance by Employee of any services to or on behalf of the Company (collectively, “ Procedural Claims ”). Employee further represents and warrants that he/she has not assigned or otherwise transferred, and agrees that he/she will not in the future assign or otherwise transfer, any Procedural Claims (including any interest or right therein) to any person, corporation or other entity. Employee agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees

incurred as a result of any person asserting such assignment or transfer of any right or claims under any such assignment or transfer from Employee. Notwithstanding the foregoing, this Agreement shall not prohibit Employee from bringing to the attention of the United States Equal Employment Opportunity Commission any claim of discrimination; however, Employee acknowledges that he/she has waived his/her right to receive any damages or other monetary recovery in connection with such claim.

e. Employee represents and warrants that he/she has not suffered (and has no reason to believe that he/she has or may have suffered) any injury for which he/she may be eligible for workers’ compensation benefits. Employee agrees that the Company may, but is not obligated to, submit this Agreement to the state workers’ compensation appeals board (or similar governmental authority responsible for workers’ compensation claims) for approval as a full compromise and release as to any workers’ compensation claims in the event that Employee files such a claim.

f. Execution and delivery of this Agreement by Employee operates as a complete bar and defense against any and all Procedural Claims. To the fullest extent permitted by law, if Employee should, directly or indirectly, individually or through one or more intermediaries, hereafter make any Procedural Claims in any Proceeding against the Company or any of the other Company Releasees, this Agreement may be raised as and shall constitute a complete bar to any such Proceeding and the Company and/or the other Company Releasees shall be entitled to and shall recover from Employee all costs incurred, including reasonable attorneys’ fees, in defending against any such Proceeding.

5. Employee Obligations and Agreements .

a. Employee has notified the Company of all facts (if any) of which Employee is aware that Employee believes may constitute a violation of the Skilled Healthcare Group Code of Conduct or other policies or any of the Company’s legal or regulatory obligations. Employee represents and warrants that he/she has no knowledge of any actions or inactions by any of the Company Releases or by Employee that Employee believes could potentially constitute a basis for any violation of any federal, state or local law, any common law or any rule or regulation promulgated by any administrative, regulatory or other governmental authority.

b. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum.

c. Employee agrees that Employee shall not at any time disparage or encourage or induce others to disparage the Company (or any of its affiliates, officers and/or employees, or any of its products, equipment or services) in any way, including but not limited to making any negative or derogatory statements in verbal, written, electronic or any other form about the Company, including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the Internet, except that this clause shall not be construed to prohibit Employee from giving truthful responses and/or testimony in any legal or regulatory proceeding or inquiry.

d. During Employee’s employment with the Company, Employee has acquired certain confidential, proprietary or otherwise non-public information concerning the Company, which may include, without limitation, intellectual property, trade secrets, financial data, strategic business or marketing plans, and other sensitive information concerning the Company, its employees, officers, directors, agents, patients and customers. Employee understands that he/she was provided with or had access to such information solely in his/her capacity as an employee of the Company, and that such information was provided to him/her subject to his/her obligation to retain such information in confidence and not to make any use of such information except as authorized to do so in the course and scope of his/her employment with the Company. Employee understands and agrees that his/her obligations to maintain that information in confidence shall remain in effect after the termination of his/her employment with the Company, and he/she agrees to continue to honor that obligation. This provision is meant to supplement, and not supersede or limit, any existing agreements or legal obligations or principles concerning confidentiality, trade secrets, assignment or ownership of intellectual property, or solicitation of employees or customers. To the extent of any conflict between any provision of this paragraph and that of any other such agreement or legal obligation or principle, that providing the greatest protection to the Company shall control.

e. Employee shall not, at any time during the two-year period following the Termination Date, directly or indirectly recruit or otherwise solicit or induce or encourage any employee of the Company to terminate his or her employment with the Company. Employee shall not use any Company confidential information or trade secret to directly or indirectly solicit or induce or encourage any contractor, customer or supplier of the Company to terminate its arrangement with the Company or to otherwise change its relationship with the Company

f. Notwithstanding any other provision of this Agreement, to the extent that Employee has any outstanding financial obligations to the Company (including, but not limited to, outstanding loans, promissory notes and credit card charges) that do not otherwise constitute reimbursable business expenses under the Company’s expense reimbursement policies, Employee shall remain liable for all such financial obligations and shall remit payment in full to the Company as soon as practicable after the Termination Date.

g. To the extent Employee has unreimbursed business expenses incurred through the Termination Date, Employee must immediately (and in any event within five (5) business days following the Termination Date) submit the expenses with all appropriate documentation in accordance with the Company’s reimbursement policies; those expenses which meet the guidelines of the Company and Employee’s department will be reimbursed. No new reimbursable expenses may be incurred after the Termination Date.

h. For a period of 10 years following the date of termination of Executive’s employment, Employee shall cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company. If Employee is compelled to testify pursuant to a validly served subpoena (or its equivalent or like process) in any legal proceeding or by regulatory authority, Employee shall notify the Company as soon as reasonably practical, but in no event later than five (5) days before any response or testimony is due from Employee (or on Employee’s behalf), of all subpoenas or requests for

information, and will advise the Company of Employee’s response thereto, if any. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum. Employee shall cooperate in good faith and in a timely manner with any reasonable, good faith requests for information from Employer following the Termination Date regarding patient health and other matters of which Employee may have become aware during and as a result of his/her employment with Employer.

i. Employee agrees to return to the Company, within seven (7) days of executing this Agreement, any Company property no matter where located including, but not limited to, keys, laptop computer, computer disks/storage devices, all other computer equipment/accessories and any and all written and/or electronic material prepared or obtained in the course of employment at the Company.

j. Employee represents and warrants that he/she is knowingly and voluntarily entering into this Agreement.

6. Miscellaneous Provisions .

a. This Agreement cannot be changed, in whole or in part, unless in writing signed by each of the Parties.

b. This Agreement shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs, legal representatives and assigns; provided that Employee’s rights, duties and obligations hereunder may not be delegated, transferred or assigned by him/her, in whole or in part, in any manner.

c. This Agreement shall be governed, construed, interpreted and enforced in accordance with the internal laws of the State of California, without regard to the application and effect of its conflict of laws principles.

d. The Parties hereby acknowledge and agree that any claim or dispute arising out of or relating to the terms of this Agreement, Employee’s employment or the termination thereof shall be resolved in accordance with Section 19 of the Employment Agreement.

e. In the event that either Party breaches, violates, or fails to comply with any of the provisions, terms or conditions or any of the representations of this Agreement, the non-breaching Party shall be entitled to recover damages against the breaching Party. Regardless of and in addition to any right to damages the non-breaching Party may have, the non-breaching Party shall be entitled to injunctive relief.

f. The provisions of this Agreement are severable, and if any part of this Agreement is found to be unenforceable, the other paragraphs (or portions thereof) shall remain fully valid and enforceable.

expressly waive any common-law or statutory rule of construction that ambiguities should be construed against the drafter of this Agreement, and agree that the language in all parts of this Agreement shall be in all cases construed as a whole, according to its fair meaning.

h. This Agreement may be executed in any number of counterparts, including by facsimile or other electronic transmission bearing the signature of the respective Party hereto, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

i. This Agreement and the terms and conditions hereof are confidential. Employee shall not discuss or otherwise disclose the terms and conditions hereof, or provide a copy of all or any portion of this Agreement, to any person other than his/her legal or tax advisors or his/her spouse (if any) on a confidential basis. Nothing herein shall prohibit any party hereto from disclosing this Agreement or the terms and conditions hereof when required by law, subpoena or court order or as otherwise provided in this Agreement.

[Signature Page Follows]

EMPLOYER:	Skilled Healthcare, LLC

	By:	/s/ Jeanne M. Phillips
	Name: Jeanne M. Phillips
	Title: SVP/CHRO

	Date:		30 Jan 2015

	Address for Notices: Skilled Healthcare, LLC Attn: General Counsel 101 East State St. Kennett Square, PA 19348

	With a copy to: Jeanne M. Phillips Senior Vice President and Chief Human Resources Officer Genesis HealthCare, LLC 101 East State St. Kennett Square, PA 19348


EMPLOYEE:	/s/ Robert H. Fish
	Robert H. Fish

	Date:		2/5/15

	Address for Notices:

Exhibit 10.9

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “ Agreement ”), effective as set forth in section 4(c)(vii) below, is entered into by and between Chris Felfe (“ Employee ”) and Skilled Healthcare, LLC (“ Employer ”), on behalf of itself individually and any and all past and present parents, affiliates and subsidiary companies (collectively, the “ Company ”).

WHEREAS, Employee has been an employee of Employer pursuant to an Employment Agreement executed by the parties as of August 11, 2009, as amended by letter dated June 28, 2013 (“Employment Agreement”); and

WHEREAS, Employee and Employer wish to terminate their employment relationship on mutually acceptable terms and conditions.

1. Termination of Employment . Employee acknowledges that his/her employment and all of his/her positions with the Company is terminated as of March 4, 2015 (the “Termination Date”). Employee agrees that from and after the Termination Date he/she shall not hold himself/herself out as an employee, agent or authorized representative of the Company, negotiate or enter into any agreements on behalf of the Company, or otherwise purport to bind the Company in any way. Employee understands that the termination of his/her employment terminates Employee’s right or claim to compensation or any other benefits of employment with the Company beyond the Termination Date, except that he/she shall be entitled to the separation compensation expressly set forth in this Agreement on the terms and subject to the conditions of this Agreement. Employee further acknowledges that, with the Payment set forth in Paragraph 2 of this Agreement (and his/her receipt of his/her final paycheck for the Company’s pay period or portion thereof ending on the termination Date), he/she will have been paid all earned wages and other compensation incident to his/her employment to which he/she was entitled through the Termination Date, including without limitation, any accrued, unused vacation pay and/or paid time off.

2. Separation Benefits to Employee . In consideration for Employee’s entering into this Agreement and Employee’s continuing compliance with his/her obligations hereunder from and after the Termination Date as provided herein, the Company shall pay Employee Six Hundred Twenty-Eight Thousand Eight Hundred Forty-Six Dollars and Fifteen Cents ($628,846.15), less all applicable deductions and withholdings as required by law or authorized by Employee; this payment shall be made by the Company in a lump sum within sixty (60) days following the Termination Date. The Company shall also continue Employee’s medical, dental and vision benefits at the Employee’s current levels, if any, at the Company’s expense for a period of twenty-four (24) months following the Termination Date, unless during such period Employee notifies the Company in writing that he wishes to discontinue such benefits sooner. The

Company shall also make payments to Lee Hecht Harrison (or such other outplacement assistance provider as Employee shall choose), for expenses actually incurred by Employee in job search assistance, upon Employee’s submission to Company of invoice(s) within eighteen (18) months of the Termination Date; such payments shall not exceed Fifteen Thousand Dollars ($15,000).

The payments and benefits contemplated hereunder are collectively referred to as the “Payment.” Notwithstanding anything herein to the contrary, the Company shall have no obligation to make the Payment if Employee revokes this Agreement as provided in Section 4(c) hereof. Employee understands that the Payment represents the Company’s sole financial obligation to Employee from and after the Termination Date, and that, without limiting the foregoing, Employee is not entitled to severance or separation pay or other benefits under any other plan, policy or agreement except as expressly required by law, and that any other prior agreements and understandings between the Company and Employee shall from and after the Termination Date be null and void and of no force and effect (except the provisions of the Employment Agreement that survive the termination thereof, and the provisions of the Indemnification Agreement, dated as of February 25, 2008 between the Employee and Skilled Healthcare Group, Inc.. [Initial: CF]

4. General Release by Employee .

without limitation, the federal Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Sarbanes-Oxley Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Moore-Brown-Roberti Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, California Labor Code §§ 1102.5(a),(b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Business and Professions Code, as amended; the Ralph Civil Rights Act; the Tom Bane Civil Rights Act; or under the California Labor Code, and any other federal, state or local laws against discrimination; (ii) any claims arising out of or related to any and all other federal, state or local constitutions, statutes, rules or regulations; (iii) any claims arising out of any contract, agreement or understanding; or (iv) any claims arising under any common law right of any kind whatsoever, including, without limitation, any claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, stock bonus or options, stock, overtime compensation, severance pay or benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses. Notwithstanding the foregoing, Employee’s release herein shall not affect Employee’s rights, if any, to enforce the terms of this Agreement or the Employment Agreement, or under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

his/her intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between the parties hereto, and that in furtherance of this intention, the releases given in this Agreement shall be and remain in effect as full and complete general releases notwithstanding discovery or existence of any such additional or different facts.

(i) This paragraph and this Agreement are written in a manner calculated to be understood by him/her.

(ii) The waiver and release of claims under the ADEA contained in this Agreement do not cover rights or claims that may arise after the date of Employee’s execution and delivery of this Agreement.

(iii) This Agreement provides for consideration in addition to anything of value to which Employee is already entitled.

(iv) Employee has been advised to consult an attorney before signing this Agreement.

with any federal, state or local agency or any other forum, in any jurisdiction (collectively “ Proceeding ”), against the Company or any of the other Company Releasees arising out of or related to Employee Claims, Employee’s employment by the Company or the termination of that employment, or the performance by Employee of any services to or on behalf of the Company (collectively, “ Procedural Claims ”). Employee further represents and warrants that he/she has not assigned or otherwise transferred, and agrees that he/she will not in the future assign or otherwise transfer, any Procedural Claims (including any interest or right therein) to any person, corporation or other entity. Employee agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any person asserting such assignment or transfer of any right or claims under any such assignment or transfer from Employee. Notwithstanding the foregoing, this Agreement shall not prohibit Employee from bringing to the attention of the United States Equal Employment Opportunity Commission any claim of discrimination; however, Employee acknowledges that he/she has waived his/her right to receive any damages or other monetary recovery in connection with such claim.

5. Employee Obligations and Agreements .

a. Employee has notified the Company of all facts (if any) of which Employee is aware that Employee believes may constitute a violation of the Skilled Healthcare Group and/or Genesis HealthCare Code of Conduct or other policies or any of the Company’s legal or regulatory obligations. Employee represents and warrants that he/she has no knowledge of any actions or inactions by any of the Company Releases or by Employee that Employee believes could potentially constitute a basis for any violation of any federal, state or local law, any common law or any rule or regulation promulgated by any administrative, regulatory or other governmental authority.

b. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum.

e. Employee shall not, at any time during the one-year period following the Termination Date, directly or indirectly recruit or otherwise solicit or induce or encourage any employee of the Company to terminate his or her employment with the Company; provided, however, that nothing in this sentence shall prohibit Employee (or any entity with whom Employee may become associated) from placing general advertisements of employment that are not targeted specifically at the Company’s employees, hiring any individual who of their own volition responds to any such advertisements, or hiring any individual who, of their own volition and without any violation by Employee of this paragraph, approaches Employee seeking employment. Employee shall not use any Company confidential information or trade secret to directly or indirectly solicit or induce or encourage any contractor, customer or supplier of the Company to terminate its arrangement with the Company or to otherwise change its relationship with the Company.

h. For a period of 10 years following the date of termination of Executive’s employment, Employee shall cooperate in good faith with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company; provided, however, that the Company shall reimburse any reasonable travel or other out-of-pocket expenses that Employee may reasonably incur in providing such requested assistance (so long as such expenses are pre-authorized by the Company). If the Company requests Employee’s assistance, the Company will compensate Employee for his time spent at a rate of One Hundred Fifty Dollars ($150) per hour. If Employee is compelled to testify pursuant to a validly served subpoena (or its equivalent or like process) in any legal proceeding or by regulatory authority, Employee shall notify the Company as soon as reasonably practical, but in no event later than five (5) days before any response or testimony is due from Employee (or on Employee’s behalf), of all subpoenas or requests for information, and will advise the Company of Employee’s response thereto, if any. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum. Employee shall cooperate in good faith and in a timely manner with any reasonable, good faith requests for information from Employer following the Termination Date regarding patient health and other matters of which Employee may have become aware during and as a result of his/her employment with Employer.

j. Employee represents and warrants that he/she is knowingly and voluntarily entering into this Agreement.

6. Miscellaneous Provisions .

a. This Agreement cannot be changed, in whole or in part, unless in writing signed by each of the Parties.

f. The provisions of this Agreement are severable, and if any part of this Agreement is found to be unenforceable, the other paragraphs (or portions thereof) shall remain fully valid and enforceable.

g. This Agreement has been reviewed by each of the Parties. The Parties have each had a full opportunity to negotiate the terms and conditions of this Agreement and to consult with legal counsel of their choosing in connection with the same. Accordingly, the Parties hereby expressly waive any common-law or statutory rule of construction that ambiguities should be construed against the drafter of this Agreement, and agree that the language in all parts of this Agreement shall be in all cases construed as a whole, according to its fair meaning.

[Signature Page Follows]

EMPLOYER:	Skilled Healthcare, LLC

	By:	/s/ Jeanne M. Phillips
	Name: Jeanne M. Phillips
	Title: SVP/CHRO

	Date: 02 Mar 2015

	Address for Notices: Skilled Healthcare, LLC Attn: General Counsel 101 East State St. Kennett Square, PA 19348

	With a copy to: Jeanne M. Phillips Senior Vice President and Chief Human Resources Officer Genesis HealthCare, LLC 101 East State St. Kennett Square, PA 19348


EMPLOYEE:	/s/ Chris Felfe
	Chris Felfe

	Date: March 7, 2015

	Address for Notices:

Exhibit 10.10

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “ Agreement ”), effective as set forth in section 4(c)(vii) below, is entered into by and between Roland G. Rapp (“ Employee ”) and Skilled Healthcare Group, Inc. (“ Employer ”), on behalf of itself individually and any and all past and present parents, affiliates and subsidiary companies (collectively, the “ Company ”).

WHEREAS, Employee has been an employee of Employer pursuant to an Employment Agreement executed by the parties as of December 27, 2005 (“Employment Agreement”); and

WHEREAS, Employee and Employer wish to terminate their employment relationship on mutually acceptable terms and conditions.

1. Termination of Employment . Employee acknowledges that his/her employment and all of his/her positions with the Company is terminated as of March 4, 2015 (the “Termination Date”). Employee agrees that from and after the Termination Date he/she shall not hold himself/herself out as an employee, agent or authorized representative of the Company, negotiate or enter into any agreements on behalf of the Company, or otherwise purport to bind the Company in any way. Employee understands that the termination of his/her employment terminates Employee’s right or claim to compensation or any other benefits of employment with the Company beyond the Termination Date, except that he/she shall be entitled to the separation compensation expressly set forth in this Agreement on the terms and subject to the conditions of this Agreement. Employee further acknowledges that, with the Payment set forth in Paragraph 2 of this Agreement (and his/her receipt of his/her final paycheck for the Company’s pay period or portion thereof ending on the Termination Date), he/she will have been paid all earned wages and other compensation incident to his/her employment to which he/she was entitled through the Termination Date, including without limitation, any accrued, unused vacation pay and/or paid time off.

2. Separation Benefits to Employee . In consideration for Employee’s entering into this Agreement and Employee’s continuing compliance with his/her obligations hereunder from and after the Termination Date as provided herein, the Company shall pay Employee Six Hundred Seventy Thousand Seven Hundred Sixty-Nine Dollars and Twenty-Three Cents ($670,769.23), less all applicable deductions and withholdings as required by law or authorized by Employee; this payment shall be made by the Company in a lump sum within sixty (60) days following the Termination Date. The Company shall also continue Employee’s medical, dental and vision benefits at the Employee’s current levels, if any, at the Company’s expense for a period of twenty-four (24) months following the Termination Date, unless during such period Employee notifies the company in writing that he wishes to discontinue such benefits sooner. The

The payments and benefits contemplated hereunder are collectively referred to as the “Payment.” Notwithstanding anything herein to the contrary, the Company shall have no obligation to make the Payment if Employee revokes this Agreement as provided in Section 4(c) hereof. Employee understands that the Payment represents the Company’s sole financial obligation to Employee from and after the Termination Date, and that, without limiting the foregoing, Employee is not entitled to severance or separation pay or other benefits under any other plan, policy or agreement except as expressly required by law, and that any other prior agreements and understandings between the Company and Employee shall from and after the Termination Date be null and void and of no force and effect (except the provisions of the Employment Agreement that survive the termination thereof and the provisions of the Indemnification Agreement, dated as of April 19, 2007 between the Employee and Skilled Healthcare Group, Inc., and the provisions of the Consulting Agreement dated as of February 24, 2015 between the Employee and Genesis Administrative Services, LLC).

4. General Release by Employee .

any federal, state and/or local labor, employment or civil rights laws, as amended, including, without limitation, the federal Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Sarbanes-Oxley Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Moore-Brown-Roberti Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, California Labor Code §§ 1102.5(a),(b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Business and Professions Code, as amended; the Ralph Civil Rights Act; the Tom Bane Civil Rights Act; or under the California Labor Code, and any other federal, state or local laws against discrimination; (ii) any claims arising out of or related to any and all other federal, state or local constitutions, statutes, rules or regulations; (iii) any claims arising out of any contract, agreement or understanding; or (iv) any claims arising under any common law right of any kind whatsoever, including, without limitation, any claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, stock bonus or options, stock, overtime compensation, severance pay or benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses. Notwithstanding the foregoing, Employee’s release herein shall not affect Employee’s rights, if any, to enforce the terms of this Agreement or the Employment Agreement, or under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

now knows or believes to be true with respect to the subject matter of this Agreement, but it is his/her intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between the parties hereto, and that in furtherance of this intention, the releases given in this Agreement shall be and remain in effect as full and complete general releases notwithstanding discovery or existence of any such additional or different facts.

(i) This paragraph and this Agreement are written in a manner calculated to be understood by him/her.

(ii) The waiver and release of claims under the ADEA contained in this Agreement do not cover rights or claims that may arise after the date of Employee’s execution and delivery of this Agreement.

(iii) This Agreement provides for consideration in addition to anything of value to which Employee is already entitled.

(iv) Employee has been advised to consult an attorney before signing this Agreement.

d. To the fullest extent permitted by law, Employee agrees that he/she will not, directly or indirectly, individually or through one or more intermediaries, lodge or assist anyone

else in lodging any formal or informal complaint, claim, charge, action or proceeding in court, with any federal, state or local agency or any other forum, in any jurisdiction (collectively “ Proceeding ”), against the Company or any of the other Company Releasees arising out of or related to Employee Claims, Employee’s employment by the Company or the termination of that employment, or the performance by Employee of any services to or on behalf of the Company (collectively, “ Procedural Claims ”). Employee further represents and warrants that he/she has not assigned or otherwise transferred, and agrees that he/she will not in the future assign or otherwise transfer, any Procedural Claims (including any interest or right therein) to any person, corporation or other entity. Employee agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any person asserting such assignment or transfer of any right or claims under any such assignment or transfer from Employee. Notwithstanding the foregoing, this Agreement shall not prohibit Employee from bringing to the attention of the United States Equal Employment Opportunity Commission any claim of discrimination; however, Employee acknowledges that he/she has waived his/her right to receive any damages or other monetary recovery in connection with such claim.

5. Employee Obligations and Agreements .

b. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum.

e. Employee shall not, at any time during the two-year period following the Termination Date, directly or indirectly recruit or otherwise solicit or induce or encourage any employee of the Company to terminate his or her employment with the Company; provided, however, that nothing in this sentence shall prohibit Employee (or any entity with whom Employee may become associated) from placing general advertisements of employment that are not targeted specifically at the Company’s employees, hiring any individual who of their own volition responds to any such advertisements, or hiring any individual who, of their own volition and without any violation by Employee of this paragraph, approaches Employee seeking employment. Employee shall not use any Company confidential information or trade secret to directly or indirectly solicit or induce or encourage any contractor, customer or supplier of the Company to terminate its arrangement with the Company or to otherwise change its relationship with the Company.

reimbursable business expenses under the Company’s expense reimbursement policies, Employee shall remain liable for all such financial obligations and shall remit payment in full to the Company as soon as practicable after the Termination Date.

h. For a period of 10 years following the date of termination of Employee’s employment, Employee shall cooperate in good faith with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company; provided, however, that the Company shall reimburse any reasonable travel or other out-of-pocket expenses that Employee may reasonably incur in providing such requested assistance (so long as such expenses are pre-authorized by the Company). If the Company requests Employee’s assistance, the Company will compensate Employee for his/her time spent at a rate of One Hundred Fifty Dollars ($150) per hour. If Employee is compelled to testify pursuant to a validly served subpoena (or its equivalent or like process) in any legal proceeding or by regulatory authority, Employee shall notify the Company as soon as reasonably practical, but in no event later than five (5) days before any response or testimony is due from Employee (or on Employee’s behalf), of all subpoenas or requests for information, and will advise the Company of Employee’s response thereto, if any. Should Employee be compelled to so testify, upon Employee’s request the Company shall, at the Company’s expense, arrange legal counsel to represent Employee in the same. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum. Employee shall cooperate in good faith and in a timely manner with any reasonable, good faith requests for information from Employer following the Termination Date regarding patient health and other matters of which Employee may have become aware during and as a result of his/her employment with Employer.

i. Employee agrees to return to the Company, within seven (7) days of written request, any Company property no matter where located including, but not limited to, keys, laptop computer, computer disks/storage devices, all other computer equipment/accessories and any and all written and/or electronic material prepared or obtained in the course of employment at the Company.

j. Employee represents and warrants that he/she is knowingly and voluntarily entering into this Agreement.

6. Miscellaneous Provisions .

a. This Agreement cannot be changed, in whole or in part, unless in writing signed by each of the Parties.

f. The provisions of this Agreement are severable, and if any part of this Agreement is found to be unenforceable, the other paragraphs (or portions thereof) shall remain fully valid and enforceable.

[Signature Page Follows]

EMPLOYER:	Skilled Healthcare, LLC

	By:	/s/ Jeanne M. Phillips
	Name: Jeanne M. Phillips
	Title: SVP/CHRO

	Date:10 Apr 2015

	Address for Notices: Skilled Healthcare, LLC Attn: General Counsel 101 East State St. Kennett Square, PA 19348

	With a copy to: Jeanne M. Phillips Senior Vice President and Chief Human Resources Officer Genesis HealthCare, LLC 101 East State St. Kennett Square, PA 19348


EMPLOYEE:	/s/ Roland Rapp
	Roland G. Rapp

	Date: 4/10/15

	Address for Notices:

Exhibit 10.11

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “ Agreement ”), effective as set forth in section 4(c)(vii) below, is entered into by and between Paxton Wiffler (“ Employee ”) and Skilled Healthcare, LLC (“ Employer ”), on behalf of itself individually and any and all past and present parents, affiliates and subsidiary companies (collectively, the “ Company ”).

WHEREAS, Employee has been an employee of Employer pursuant to an Employment Agreement executed by the parties as of April 10, 2014 (“Employment Agreement”); and

WHEREAS, Employee and Employer wish to terminate their employment relationship on mutually acceptable terms and conditions.

2. Separation Benefits to Employee . In consideration for Employee’s entering into this Agreement and Employee’s continuing compliance with his/her obligations hereunder from and after the Termination Date as provided herein, the Company shall pay Employee One Million Eighty-Four Thousand Seven Hundred Eleven Dollars and Fifty-Four Cents ($1,084,711.54), less all applicable deductions and withholdings as required by law or authorized by Employee; this payment shall be made by the Company in a lump sum within sixty (60) days following the Termination Date. The Company shall also continue Employee’s medical, dental and vision benefits at the Employee’s current levels, if any, at the Company’s expense for a period of up to twenty-four (24) months following the Termination Date. The payments and benefits contemplated hereunder are collectively referred to as the “Payment.” Notwithstanding anything herein to the contrary, the Company shall have no obligation to make the Payment if Employee revokes this Agreement as provided in Section 4(c) hereof. Employee understands that the

Payment represents the Company’s sole financial obligation to Employee from and after the Termination Date, and that, without limiting the foregoing, Employee is not entitled to severance or separation pay or other benefits under any other plan, policy or agreement except as expressly required by law, and that any other prior agreements and understandings between the Company and Employee shall from and after the Termination Date be null and void and of no force and effect (except the provisions of the Employment Agreement that survive the termination thereof).

4. General Release by Employee .

19702.3; California Labor Code §§ 1101, 1102, California Labor Code §§ 1102.5(a),(b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Business and Professions Code, as amended; the Ralph Civil Rights Act; the Tom Bane Civil Rights Act; or under the California Labor Code, and any other federal, state or local laws against discrimination; (ii) any claims arising out of or related to any and all other federal, state or local constitutions, statutes, rules or regulations; (iii) any claims arising out of any contract, agreement or understanding; or (iv) any claims arising under any common law right of any kind whatsoever, including, without limitation, any claims for any kind of tortious conduct, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, stock bonus or options, stock, overtime compensation, severance pay or benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses. Notwithstanding the foregoing, Employee’s release herein shall not affect Employee’s rights, if any, to enforce the terms of this Agreement or the Employment Agreement, or under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

(i) This paragraph and this Agreement are written in a manner calculated to be understood by him/her.

(ii) The waiver and release of claims under the ADEA contained in this Agreement do not cover rights or claims that may arise after the date of Employee’s execution and delivery of this Agreement.

(iii) This Agreement provides for consideration in addition to anything of value to which Employee is already entitled.

(iv) Employee has been advised to consult an attorney before signing this Agreement.

Agreement shall not prohibit Employee from bringing to the attention of the United States Equal Employment Opportunity Commission any claim of discrimination; however, Employee acknowledges that he/she has waived his/her right to receive any damages or other monetary recovery in connection with such claim.

5. Employee Obligations and Agreements .

b. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum.

d. During Employee’s employment with the Company, Employee has acquired certain confidential, proprietary or otherwise non-public information concerning the Company,

which may include, without limitation, intellectual property, trade secrets, financial data, strategic business or marketing plans, and other sensitive information concerning the Company, its employees, officers, directors, agents, patients and customers. Employee understands that he/she was provided with or had access to such information solely in his/her capacity as an employee of the Company, and that such information was provided to him/her subject to his/her obligation to retain such information in confidence and not to make any use of such information except as authorized to do so in the course and scope of his/her employment with the Company. Employee understands and agrees that his/her obligations to maintain that information in confidence shall remain in effect after the termination of his/her employment with the Company, and he/she agrees to continue to honor that obligation. This provision is meant to supplement, and not supersede or limit, any existing agreements or legal obligations or principles concerning confidentiality, trade secrets, assignment or ownership of intellectual property, or solicitation of employees or customers. To the extent of any conflict between any provision of this paragraph and that of any other such agreement or legal obligation or principle, that providing the greatest protection to the Company shall control.

e. Employee shall not, at any time during the two-year period following the Termination Date, directly or indirectly recruit or otherwise solicit or induce or encourage any employee of the Company to terminate his or her employment with the Company. Employee shall not use any Company confidential information or trade secret to directly or indirectly solicit or induce or encourage any contractor, customer or supplier of the Company to terminate its arrangement with the Company or to otherwise change its relationship with the Company

with any local, state, or federal agency or court, or with any other forum. Employee shall cooperate in good faith and in a timely manner with any reasonable, good faith requests for information from Employer following the Termination Date regarding patient health and other matters of which Employee may have become aware during and as a result of his/her employment with Employer.

j. Employee represents and warrants that he/she is knowingly and voluntarily entering into this Agreement.

6. Miscellaneous Provisions .

a. This Agreement cannot be changed, in whole or in part, unless in writing signed by each of the Parties.

f. The provisions of this Agreement are severable, and if any part of this Agreement is found to be unenforceable, the other paragraphs (or portions thereof) shall remain fully valid and enforceable.

construed against the drafter of this Agreement, and agree that the language in all parts of this Agreement shall be in all cases construed as a whole, according to its fair meaning.

[Signature Page Follows]

EMPLOYER:	Skilled Healthcare, LLC

	By:	/s/ Jeanne M. Phillips
	Name: Jeanne M. Phillips
	Title: SVP/CHRO

	Date: 09 Mar 2015

	Address for Notices: Skilled Healthcare, LLC Attn: General Counsel 101 East State St. Kennett Square, PA 19348

	With a copy to: Jeanne M. Phillips Senior Vice President and Chief Human Resources Officer Genesis HealthCare, LLC 101 East State St. Kennett Square, PA 19348

EMPLOYEE:	/s/ Paxton Wiffler
	Paxton Wiffler
	Date: 3/3/15

	Address for Notices:

Exhibit 10.12

SEVENTEENTH AMENDED AND RESTATED
MASTER LEASE AGREEMENT

BETWEEN

FC-GEN REAL ESTATE, LLC

AND

GENESIS OPERATIONS LLC

MAY 1, 2015

TABLE OF CONTENTS

ARTICLE 1 LEASED PROPERTY, TERM AND DEFINITIONS		1
1.1 Leased Property		1
1.2 Indivisible Lease		1
1.3 Term		2
1.4 Definitions		2
1.5 HCN as Agent		19
1.6 Option Facilities		19
1.6.1 General		19
1.6.2 Restrictions on Transfer		20
1.6.3 Passed Option Property		20
1.6.4 Option Facilities Additional Rent		20
1.7 Certain Facilities Subject to Internal Facility Lease		20
1.8 Certain Leased Property Subject to Ground Leases		21
1.8.1 Ground Lease Parcels		21
1.8.2 Compliance With Ground Leases; Rent Payments Thereunder		21
1.8.3 Termination or Expiration of Ground Lease		21
1.8.4 Remedies		22
1.8.5 Renewal Options		22
ARTICLE 2 RENT		22
2.1 Construction Rent		22
2.2 Base Rent		22
2.3 Annual Base Rent Adjustments		23
2.4 Additional Rent		23
2.5 Place of Payment of Rent		23
2.6 Net Lease		23
2.7 No Termination, Abatement, Etc.		23
2.8 Rent Schedule		24
ARTICLE 3 IMPOSITIONS AND UTILITIES		24
3.1 Payment of Impositions		24
3.2 Definition of Impositions		25
3.3 Escrow of Impositions		26
3.4 Utilities		26
3.5 Discontinuance of Utilities		26
3.6 Business Expenses		26
3.7 Permitted Contests		26
ARTICLE 4 INSURANCE		27
4.1 Property Insurance		27
4.2 Liability Insurance		28
4.3 Builder’s Risk Insurance		28
4.4 Insurance Requirements		29
4.5 Replacement Value		30
4.6 Blanket Policy		30
4.7 No Separate Insurance		30

4.8 Waiver of Subrogation		30
4.9 Mortgages		31
4.10 Key Man Life Insurance		31
4.11 Insurance for Environmental Matters		31
ARTICLE 5 INDEMNITY		31
5.1 Tenant’s Indemnification		31
5.1.1 Notice of Claim		32
5.1.2 Survivor of Covenants		32
5.2 Environmental Indemnity; Audits; Pre-Existing Conditions		32
5.2.1 General		32
5.2.2 Pre-Existing Conditions		33
5.2.3 Ongoing Monitoring		33
5.3 Limitation of Landlord’s Liability		33
ARTICLE 6 USE AND ACCEPTANCE OF PREMISES		34
6.1 Use of Leased Property		34
6.2 Acceptance of Leased Property		34
6.3 Conditions of Use and Occupancy		34
ARTICLE 7 MAINTENANCE, MECHANICS’ LIENS AND PRE-EXISTING VIOLATIONS		35
7.1 Maintenance		35
7.2 Required Alterations		35
7.3 Mechanic’s Liens		36
7.4 Replacements of Fixtures and Landlord’s Personal Property		36
7.5 Certain Pre-Existing Violations		36
ARTICLE 8 DEFAULTS AND REMEDIES		37
8.1 Events of Default		37
8.2 Remedies		39
8.3 Right of Setoff		41
8.4 Performance of Tenant’s Covenants		41
8.5 Late Payment Charge		41
8.6 Escrows and Application of Payments		41
8.7 Remedies Cumulative		42
8.8 Waivers		42
8.9 Obligations Under the Bankruptcy Code		42
ARTICLE 9 DAMAGE AND DESTRUCTION		42
9.1 Notice Of Casualty		42
9.2 Substantial Destruction		43
9.3 Partial Destruction		43
9.4 Restoration		43
9.5 Insufficient Proceeds		44
9.6 Not Trust Funds		44
9.7 Landlord’s Inspection		44
9.8 Landlord’s Costs		44
9.9 No Rent Abatement		44

ARTICLE 10 CONDEMNATION		44
10.1 Total Taking		44
10.2 Partial Taking		45
10.3 Condemnation Proceeds Not Trust Funds		45
ARTICLE 11 TENANT’S PROPERTY		45
11.1 Tenant’s Property		45
11.2 Requirements for Tenant’s Property		45
ARTICLE 12 RENEWAL OPTION		46
12.1 Renewal Option		46
12.2 Effect of Renewal		46
ARTICLE 13 REPRESENTATIONS AND WARRANTIES		47
13.1 Tenant’s Representations		47
13.2 Landlord’s Representations		48
ARTICLE 14 NEGATIVE COVENANTS		48
14.1 No Debt		48
14.2 No Liens		49
14.3 No Transfer		49
14.4 No Guaranties		49
14.5 Affiliate Contracts		49
14.6 Subordination of Payments to Affiliates		49
14.7 Anti-Terrorism Laws		50
14.8 Anti-Corruption Laws		50
ARTICLE 15 AFFIRMATIVE COVENANTS		50
15.1 Perform Obligations		50
15.2 Proceedings to Enjoin or Prevent Construction		51
15.3 Documents and Information		51
15.3.1 Furnish Documents		51
15.3.2 Furnish Information		51
15.3.3 Further Assurances and Information		52
15.3.4 Material Communications		52
15.3.5 Requirements for Financial Statements		52
15.4 Compliance With Laws		53
15.5 Broker’s Commission		53
15.6 Existence		53
15.7 Financial Covenants		53
15.8 Facility Licensure and Certification		53
15.9 Transfer of License and Facility Operations		53
15.9.1 Licensure		54
15.9.2 Facility Operations		54
15.9.3 IT Equipment		55
15.10 Bed Operating Rights		55
15.11 Cooperation		55
15.12 Project Submissions		55
15.13 Information and Images		55

iii

15.14 Compliance with Anti-Terrorism Laws		55
15.15 Change of Location or Name		56
15.16 Compliance with Anti-Corruption Laws		56
ARTICLE 16 ALTERATIONS, CAPITAL IMPROVEMENTS, AND SIGNS		57
16.1 Prohibition on Restricted Alterations		57
16.2 Approval of Restricted Alterations		57
16.3 Permitted Alterations		57
16.4 Requirements for Alterations		57
16.5 Ownership and Removal of Alterations		58
16.6 Minimum Qualified Capital Expenditures		58
16.7 Signs		58
ARTICLE 17 Option to Purchase		59
ARTICLE 18 ASSIGNMENT AND SALE OF LEASED PROPERTY		59
18.1 Prohibition on Assignment and Subletting		59
18.2 Requests for Landlord’s Consent to Certain Restricted Transfers		59
18.3 Agreements with Residents		60
18.4 Sale of Leased Property		60
18.5 Assignment by Landlord		60
18.6 Beneficial Transfer		61
ARTICLE 19 HOLDOVER AND SURRENDER		61
19.1 Holding Over		61
19.2 Surrender		62
ARTICLE 20 LETTER OF CREDIT		62
20.1 Terms of Letter of Credit		62
20.2 Replacement Letter of Credit		63
20.3 Draws		63
20.4 Partial Draws		64
ARTICLE 21 QUIET ENJOYMENT, SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATES		64
21.1 Quiet Enjoyment		64
21.2 Subordination		64
21.3 Attornment		64
21.4 Estoppel Certificates		65
ARTICLE 22 FUTURE RIGHTS		65
ARTICLE 23 SECURITY INTEREST		65
23.1 Collateral		65
23.2 Additional Documents		66
23.3 Notice of Sale		67
23.4 Recharacterization		67
ARTICLE 24 MISCELLANEOUS		67
24.1 Notices		67
24.2 Advertisement of Leased Property		68
24.3 Entire Agreement		68

24.4 Severability		68
24.5 Captions and Headings		68
24.6 Governing Law		68
24.7 Memorandum of Lease		68
24.8 Waiver		68
24.9 Binding Effect		68
24.10 No Offer		68
24.11 Modification		69
24.12 Landlord’s Modification		69
24.13 No Merger		69
24.14 Laches		69
24.15 Limitation on Tenant’s Recourse		69
24.16 Construction of Lease		70
24.17 Counterparts		70
24.18 Landlord’s Consent		70
24.19 Custody of Escrow Funds		70
24.20 Landlord’s Status as a REIT		70
24.21 Exhibits		70
24.22 Waiver of Jury Trial		70
24.23 Consent to Jurisdiction		70
24.24 Attorney’s Fees and Expenses		71
24.25 Execution		71

SCHEDULE 1:	RENT SCHEDULE
EXHIBIT A:	LEGAL DESCRIPTIONS
EXHIBIT B:	PERMITTED EXCEPTIONS
EXHIBIT C:	FACILITY INFORMATION
EXHIBIT D:	WIRE TRANSFER INSTRUCTIONS
EXHIBIT E:	DOCUMENTS TO BE DELIVERED
EXHIBIT F:	FINANCIAL CERTIFICATION
EXHIBIT G:	ANNUAL CAPITAL EXPENDITURE CERTIFICATE
EXHIBIT H:	DEVELOPMENT PAYMENT REQUEST
EXHIBIT I:	PENDING PERMITTED ALTERATIONS
EXHIBIT J:	EXISTING SUBLEASES
EXHIBIT K:	ENVIRONMENTAL INSURANCE
EXHIBIT L:	ANNUAL FACILITY CONFIGURATION CERTIFICATE
EXHIBIT M:	ANTI-CORRUPTION AND ANTI-TERRORISM CERTIFICATE
EXHIBIT N:	OPTION FACILITY LEASES
EXHIBIT O:	REQUIRED CAP EX PROJECTS
EXHIBIT P:	EXCLUDED ENTITIES
EXHIBIT Q:	PRE-EXISTING VIOLATIONS
EXHIBIT R:	CAPITAL ENHANCEMENT PROJECTS
EXHIBIT S:	ALLOCATED PAYMENT AMOUNT
EXHIBIT T:	FUTURE RIGHTS
EXHIBIT U:	FINANCIAL COVENANTS

EXHIBIT V:	OPTION TO PURCHASE
EXHIBIT W:	CERTAIN DEFINITIONS

SEVENTEENTH AMENDED AND RESTATED MASTER LEASE AGREEMENT

This SEVENTEENTH AMENDED AND RESTATED MASTER LEASE AGREEMENT (“ Lease ”) is effective as of May 1, 2015 (the “ Effective Date ”) among FC-GEN REAL ESTATE, LLC , a limited liability company organized under the laws of the State of Delaware (“ Landlord ”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615-4040, and GENESIS OPERATIONS LLC , a limited liability company organized under the laws of the State of Delaware (“ Tenant ”), having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

R E C I T A L S

A. Landlord and Tenant have previously entered into that certain Sixteenth Amended and Restated Master Lease Agreement dated February 2, 2015, pursuant to which Landlord leased certain of the Leased Property to Tenant and Tenant leased certain of the Leased Property from Landlord (the “ Existing Lease ”).

B. Effective as of the Effective Date, Landlord and Tenant desire to amend and restate the Existing Lease as set forth herein.

NOW, THEREFORE, Landlord and Tenant agree that the Existing Lease is hereby amended and restated in its entirety as follows:

ARTICLE 1: LEASED PROPERTY, TERM AND DEFINITIONS

1.1 Leased Property . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Property, subject, however, to the Permitted Exceptions and subject to the terms and conditions of this Lease.

1.2 Indivisible Lease . This Lease constitutes one indivisible lease of the entire Leased Property. The Leased Property constitutes one economic unit and the Base Rent and all other provisions have been negotiated and agreed to, based on a lease of all of the Leased Property as a single, composite, inseparable transaction. This Lease would not have been made on these terms if it was not a single indivisible lease. Except as expressly provided herein for specific, isolated purposes (and then only to the extent expressly otherwise stated), all provisions of this Lease shall apply equally and uniformly to all the Leased Property as one unit and any Event of Default under this Lease is an Event of Default as to the entire Leased Property. The parties intend that the provisions of this Lease shall at all times be construed, interpreted and applied so as to carry out their mutual objective to create a single indivisible lease of all the Leased Property and, in particular but without limitation, that for purposes of any assumption, rejection or assignment of this Lease under the Bankruptcy Code, this is one indivisible and nonseverable lease and executory contract dealing with one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Leased Property covered hereby. The parties may amend this Lease from time to time to include one or more additional Facility Properties as part of the Leased Property and such future addition to the Leased Property shall not in any way change the indivisible and nonseverable nature of this Lease and all of the foregoing provisions shall continue to apply in full force.

1.3 Term . The initial term (as the same may be extended in accordance with clause [ii] of this Section, the “ Initial Term ”) of this Lease shall commence on the Original Effective Date and shall expire at 12:00 Midnight Eastern Time on January 31, 2032; provided , however , that Tenant has one option to renew the Lease pursuant to Article 12.

1.4 Definitions . Except as otherwise expressly provided, [i] the terms defined in this section have the meanings assigned to them in this section and include the plural as well as the singular; [ii] all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as of the time applicable; [iii] the words “herein”, “hereof” and “hereunder” and similar words refer to this Lease as a whole and not to any particular section; and [iv] references to exhibits and sections shall be references to exhibits and sections in this Lease.

“ 2012 Consent and Amendment Agreement ” means that certain Consent and Amendment Agreement dated June 20, 2012, among Landlord, HCN and certain affiliates thereof, together with Tenant.

“ 2014 Consent and Amendment Agreement ” means that certain Consent and Amendment Agreement dated August 18, 2014, among Landlord, HCN and certain affiliates thereof, together with Tenant.

“ Acquired Facility ” means any [i] Acquisition Project that becomes part of the Leased Property in accordance with Article 22, and [ii] Development Project that becomes part of the Leased Property in accordance with Article 22, individually and collectively.

“ Acquired Facility Base Rent ” means, [i] for each Acquired Facility that is an Acquisition Project, the Base Rent payable with respect thereto pursuant to Article 22 hereof, as the same may be increased or decreased pursuant to the terms hereof, and [ii] for each Acquired Facility that is a Development Project, the Base Rent payable with respect thereto pursuant to Article 22 hereof, as the same may be increased or decreased pursuant to the terms hereof.

“ Acquired Option Facility ” has the meaning ascribed to such term in §1.6 hereof.

“ Acquired Option Facility Base Rent ” means, for each Acquired Option Facility, the Base Rent payable with respect thereto pursuant to §1.6 hereof, as the same may be increased or decreased pursuant to the terms hereof.

“ Acquisition Date ” means the date that a Facility or Land is added to the Leased Property and demised to Tenant hereunder, which, for the initial Facilities that were subject to this Lease on the Original Effective Date, shall mean the Original Effective Date.

“ Acquisition Project ” has the meaning ascribed to such term in Exhibit T. For the avoidance of doubt, the AHC Facilities are Acquisition Projects.

“ Acquisition Project Increaser Rate ” has the meaning ascribed to such term in Exhibit T.

“ Acquisition Project Investment Amount ” means, in respect of an Acquisition Project, the aggregate acquisition costs of the land, improvements, fixtures, furniture, equipment and personal property being acquired, and Landlord’s reasonable and reasonably documented closing costs incurred in connection with the acquisition thereof.

“ ADA ” means the federal statute entitled Americans with Disabilities Act, 42 U.S.C. §12101, et seq .

“ Additional Rent ” has the meaning set forth in §2.4.

“ Affiliate ” means, with respect to a Person, any other Person that directly or indirectly, controls, or is controlled by, or is under common control with the aforementioned Person. Notwithstanding the foregoing, Affiliate, with respect to GEN and any subsidiary of GEN, shall include only GEN and any and all other subsidiaries of GEN but shall not include any shareholders in, or entities in which members of the board of directors of GEN, either have any equity interest or otherwise Control.

“ AHC Facility ” has the meaning set forth in Exhibit T.

“ Alterations ” means the Permitted Alterations and the Restricted Alterations, individually and collectively.

“ Annual Budget ” means Company’s projection of its financial statements for the next fiscal year (or the 12-month rolling forward period, if applicable), which shall be provided to Landlord solely for informational purposes as provided in this Lease and include the balance sheet, statement of income, statement of cash flows, statement of shareholders’ equity and detailed listing of planned Qualified Capital Expenditures for the applicable period.

“ Annual Facility Budget ” means Tenant’s projection of the Facility Financial Statements for the next fiscal year (or the 12-month rolling forward period, if applicable) which shall be provided to Landlord solely for informational purposes as provided in this Lease.

“ Annual Facility Configuration Statement ” means the statement in the form attached as Exhibit L.

“ Annual Financial Statements ” means [i] for Company, an audited balance sheet, statement of income, statement of cash flows and statement of shareholders’ or members’ equity for the most recent fiscal year to include a consolidating schedule of Tenant, Subtenant and all other businesses of Company; and [ii] for each Facility, an unaudited Facility Financial Statement for the most recent fiscal year.

“ Annual Rent Increase ” means, as of any Rent Adjustment Date, the product of [i] the applicable portion of the Base Rent in effect for the year preceding the Rent Adjustment Date times [ii] the applicable Increaser Rate. In no event will the Annual Rent Increase be negative.

“ Anti-Corruption and Anti-Terrorism Certificate ” means Tenant’s certification as to its compliance with §§14.7, 14.8, 15.14, and 15.16 of this Lease in the form attached as Exhibit M.

“ Anti-Corruption Laws ” means any laws or regulations relating to bribery, extortion, kickbacks, or other similar activities, including, without limitation, the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, and the Canada Corruption of Foreign Public Officials Act.

“ Article 9 of the UCC ” means Article 9 of the Uniform Commercial Code as adopted in the State of Delaware.

“ Bankruptcy Code ” means the United States Bankruptcy Code set forth in 11 U.S.C. §101, et seq. , as amended from time to time.

“ Base Rent ” shall mean the sum of [i] Initial Facility Base Rent (as reduced by the Divested Facility Base Rent Reduction), [ii] Specified Facility Base Rent; [iii] Acquired Option Facility Base Rent, [iv] Acquired Facility Base Rent, and [v] CEP Base Rent, in each case as the same may be increased or decreased from time to time pursuant to the terms hereof.

“ Base Rent Commencement Date ” means, [i] for any Development Project, the last day of the applicable Construction Period, [ii] for any Capital Enhancement Project, the applicable CEP Funding Date; and, [iii] for each other Facility (including the Facilities that are subject to this Lease on the Effective Date, each Acquisition Project and each Acquired Option Facility), the applicable Acquisition Date, in the case of each clause [i], [ii] and [iii], if such date is the first day of a month, and, if it is not, the first day of the first month following such date.

“ Bed Cap ” has the meaning set forth in Exhibit W.

“ Bed Licensing Requirements ” has the meaning set forth in Exhibit W.

“ Beneficial Transfer ” means any transfer, sale, exchange, assignment, disposition, issuance, pledge, hypothecation, encumbrance, other grant of a security interest, grant of right of first refusal, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer, whether direct or indirect, for value or no value, or voluntary or involuntary.

“ Blocked Person ” means a person or entity with whom Landlord is restricted by the Anti-Terrorism Laws or reason of inclusion on the OFAC Lists from transacting business of the type contemplated by this Lease.

“ Builder’s Risk Policy ” has the meaning set forth in §4.3.

“ Business Day ” means any day other than a Saturday, Sunday, or a legal holiday on which national banks located in the State of New York are not open for general banking business.

“ Capital Enhancement Investment Amount ” means, in respect of a Capital Enhancement Project, from time to time, the aggregate amounts advanced by Landlord to Tenant for the applicable Capital Enhancement Project.

“ Capital Enhancement Project ” has the meaning ascribed to such term in Exhibit T.

“ Casualty ” has the meaning set forth in §9.1.

“ CEP Base Rent ” means, for each Capital Enhancement Project, the Base Rent payable with respect thereto pursuant to Exhibit T, as the same may be increased or decreased pursuant to the terms hereof.

“ CEP Funding Date ” has the meaning set forth in Exhibit T.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“ Change of Control ” means, with respect to any Person:

(a) any acquisition resulting in any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) owning the direct or indirect beneficial ownership of more than fifty percent (50%) of the then outstanding voting equity or economic interests of such Person; or

(b) any circumstance in which, as of any date, a majority of the Board of Directors of GEN consists of individuals who were not either (i) directors of GEN as of the corresponding date of the previous year, (ii) selected or nominated to become directors by the Board of Directors of GEN of which a majority consisted of individuals described in clause (i) above, or (iii) selected or nominated to become directors by the Board of Directors of GEN of which a majority consisted of individuals described in clause (i) above and individuals described in clause (ii) above,

provided, however, in no event shall any Non-Change of Control Event constitute a Change of Control.

“ Closing Date ” means February 2, 2015.

“ Closing Rate of Return ” has the meaning ascribed to such term in Schedule 1 hereto.

“ CMS ” means the federal agency known as the Centers for Medicare & Medicaid Services within the U.S. Department of Health & Human Services.

“ Collateral ” has the meaning set forth in §23.1.

“ Company ” means FC-GEN Operations Investment, LLC, a limited liability company organized under the laws of the State of Delaware.

“ Construction Period ” means, with respect to any Development Project, the period of time commencing on the date that Landlord acquires title to the land (by deed, assignment of equity interests or other means) or ground lease for such Development Project and ending on the earlier of [i] the date that the final Development Payment for the Development Project is disbursed by Landlord to either of the following: [a] Tenant pursuant to satisfaction of the disbursement conditions set forth in §3.3 of the Disbursing Agreement, or [b] an escrow account pursuant to the provisions of §5.1 of the Disbursing Agreement; [ii] the date that is nine (9) months after the date the Development Project is scheduled to be completed as set forth in the applicable Project Timetable; [iii] the date that is 45 days after issuance of the final certificate of occupancy for the Development Project; [iv] the date that Tenant delivers to Landlord an AIA form of Certificate of Substantial Completion from Tenant and, if applicable, Tenant’s architect, certifying that the Development Project has been substantially completed; or [v] the Mandatory Completion Date for the Development Project.

“ Construction Rate of Return ” has the meaning ascribed to such term in Exhibit T hereto.

“ Construction Rent ” has the meaning set forth in §2.1.

“ Control ” means (including, with correlative meanings, the terms “Controlling” and “Controlled by”), as applied to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, when the term “Control” is used in reference to any limited liability company, the managing member shall also be deemed to “Control” such limited liability company.

“ CPI ” means the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. Cities Average, All Items (1982-84 = 100) published by the Bureau of Labor Statistics of the U.S. Department of Labor; provided that if compilation of the CPI in its present form and calculated on its present basis is discontinued or transferred to any other governmental department or bureau, then the index most nearly the same as the CPI published by the Bureau of Labor Statistics shall be used. If there is no such similar index, a substitute index which is then generally recognized as being similar to the CPI shall be used, such substitute index to be reasonably selected by Landlord.

“ Default Rent ” has the meaning set forth in §8.6.

“ Development Payments ” has the meaning set forth in Exhibit T.

“ Development Payment Request ” means Tenant’s written request for a Development Payment on the form attached as Exhibit H.

“ Development Project ” has the meaning set forth in Exhibit T.

“ Development Project Investment Amount ” means, in respect of a Development Project, the aggregate acquisition and development costs of the Development Project, including

the costs to acquire and develop (as applicable) the land, improvements, fixtures, furniture, equipment, personal property, and Landlord’s closing costs, as set forth in the applicable Project Budget as approved by Landlord prior to commencement of the Development Project.

“ Disbursing Agreement ” means any Master Disbursing Agreement or Disbursing Agreement between Landlord and Tenant setting forth the terms and conditions pursuant to which Landlord shall make Development Payments to Tenant for Development Projects and any amendments thereto or substitutions and replacements therefor.

“ Divested Facility Base Rent Reduction ” has the meaning set forth in Schedule 1.

“ Effective Date ” means the date of this Lease.

“ Environmental Damages ” has the meaning set forth in §5.2.

“ Environmental Laws ” means all federal, state, and local laws, ordinances and policies the purpose of which is to protect human health and the environment, as amended from time to time, including, but not limited to, [i] CERCLA; [ii] the Resource Conservation and Recovery Act; [iii] the Hazardous Materials Transportation Act; [iv] the Clean Air Act; [v] Clean Water Act; [vi] the Toxic Substances Control Act; [vii] the Occupational Safety and Health Act; [viii] the Safe Drinking Water Act; and [ix] analogous state laws and regulations.

“ Event of Default ” has the meaning set forth in §8.1.

“ Exchange ” means any exchange by the direct owners of FC-GEN of their interests in FC-GEN for stock in GEN.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Entities ” means the entities identified on Exhibit P.

“ Facility ” means each facility located on a portion of the Land, being the Facility Property associated with such Facility. References in this Lease to “the Facility” shall mean each Facility individually unless expressly stated otherwise and “Facilities” shall mean every Facility that forms part of the Leased Property. For the avoidance of doubt, “ Facility ” shall not include any Option Facility except to the extent such Option Facility becomes an Acquired Option Facility. The Facilities in existence on the Effective Date are listed on Exhibit C hereto.

“ Facility Financial Statement ” means a financial statement for each Facility, which shall include the statement of income, a detailed listing of Qualified Capital Expenditures, the Annual Facility Configuration Statement attached as Exhibit L, occupancy data and census data in sufficient detail to show patient or resident mix in the form of total patient days and total patient revenue, including, but not limited to, a breakdown of payment type by private pay, Medicare and Medicaid patients, and managed care and commercial insurance. The statement of income shall include [i] a comparison of actual and budgeted revenues and expenses for the current period, year-to-date and year-over-year; [ii] a breakdown of patient and other revenues itemized by payor type; and [iii] a breakdown of operating and non-operating expenses, to the extent reasonably available, including an itemization of facility rental expenses, management

fees, bad debt expenses, interest expenses, depreciation expenses, amortization expenses and material non-recurring expenses.

“ Facility Name ” means the name under which a Facility is doing business during the Term. The Facility Name in use by each Facility on the Acquisition Date is set forth on the attached Exhibit C.

“ Facility Property ” means the portion of the Land on which a Facility is located or will be constructed, the legal description of which is set forth beneath the applicable Facility Name on Exhibit A, the Improvements on such portion of the Land, the Related Rights with respect to such portion of the Land, and Landlord’s Personal Property with respect to such Facility.

“ Facility State ” means the State in which a respective Facility is located or will be constructed.

“ Facility States ” means, collectively, the States in which the Leased Property is located or will be constructed.

“ Facility Sublease ” means each sublease pursuant to which a Facility is sublet from Tenant to a Subtenant.

“ Facility Uses ” means all healthcare related businesses, including, without limitation, residential care, personal care, transitional care, skilled nursing, assisted living facility, independent living facility, nursing home, rest home, memory care center, dementia care center or any long-term or short-term senior care facility, and other consistent and ancillary uses in addition to such primary uses, including, without limitation, rehabilitation and out-patient therapy, dialysis, hospice care and pharmacy and other services now or hereafter customarily provided to residents of such facilities. As of the Effective Date the specific Facility Use relating to the operation of each Facility, including the type and the number of operating beds and units, is set forth on Exhibit C.

“ Fixtures ” means all permanently affixed equipment, machinery, fixtures and other items of real and/or personal property (excluding Landlord’s Personal Property and Tenant’s Property), including all components thereof, now and hereafter located in, on or used in connection with, and permanently affixed to or incorporated into the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, built-in oxygen and vacuum systems, towers and other devices for the transmission of radio, television and other signals, all of which, to the greatest extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto.

“ FMV Renewal Rent ” has the meaning set forth in Schedule 1.

“ Future Rights ” means, collectively, HCN’s, Landlord’s or HCN’s or Landlord’s Primary Affiliate’s rights in respect of Proposed Projects pursuant to Exhibit T.

“ GEN ” means Genesis Healthcare, Inc. (f/k/a Skilled Healthcare Group, Inc.), a Delaware corporation.

“ GEN Indebtedness ” means indebtedness other than (i) trade debt incurred in the ordinary course of business, (ii) indebtedness from capital lease or similar financing obligations, (iii) non-recourse carve out guaranties provided in connection with permitted indebtedness and (iv) indebtedness that is non-recourse to GEN carried by variable interest entities that are consolidated with GEN pursuant to GAAP.

“ Genesis Members ” means the direct or indirect beneficial owners of Company as of the Closing Date.

“ Governmental Authority ” means any United States federal, state or local government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization, court, tribunal or judicial or arbitral body.

“ Government Authorizations ” means all permits, licenses, certificates of need, approvals, consents, and authorizations required to develop, construct or operate the Facilities for the Facility Uses and, to the extent applicable, receive reimbursement under federal Medicare and state Medicaid programs, including, but not limited to, [i] zoning permits, variances, exceptions, special use permits, conditional use permits, and consents; [ii] the permits, licenses and approvals required for licensure; and [iii] building, sign, fire, health, and safety permits, licenses, approvals, and consents.

“ Ground Lease ” means [i] that certain Ground Lease for the Land located at 24 Fusting Avenue, Baltimore, Maryland between Baltimore Gas & Electric Company, as ground lessor, and Catonsville Meridian Limited Partnership, as ground lessee; and [ii] each other lease for a Ground Lease Parcel identified as a “Permitted Exception” with respect to such Ground Lease Parcel on Exhibit B hereto, individually and collectively.

“ Ground Lease Parcel ” means [i] the Land located at 24 Fusting Avenue, Baltimore, Maryland and [ii] the Land related to each Facility identified on Exhibit C as a “Ground Lease Parcel”, individually and collectively. Except as specifically set forth herein, “Facility” includes each Ground Lease Parcel.

“ Guarantor ” means Company, GEN, Subtenant and Manager (if any), individually and collectively.

“ Guaranty ” means the Seventeenth Amended and Restated Unconditional and Continuing Lease Guaranty dated the Effective Date, entered into by Guarantor to guarantee payment and performance of the Obligor Group Obligations and certain other obligations and any amendments thereto or substitutions or replacements therefor.

“ Hazardous Materials ” means [i] [any substance the presence of which poses a hazard to the health or safety of persons on or about the Land, including, but not limited to,] asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs), radon gas, any explosive or radioactive substances; [ii] any substance which requires removal or remediation

under any Environmental Law, including, without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous; or [iii] any substance which is regulated under or classified under any Environmental Law as hazardous or toxic, including, but not limited to, any substance within the meaning of “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic substance”, “regulated substance”, “solid waste” or “pollutant” as defined in any Environmental Law.

“ HCN ” means Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware.

“ HCN Landlord ” has the meaning set forth in §1.7.

“ Impositions ” has the meaning set forth in §3.2.

“ Improvements ” means all buildings, structures, Fixtures and other improvements of every kind on any portion of the Land, including, but not limited to, alleys, sidewalks, utility pipes, conduits and lines, parking areas and roadways appurtenant to such buildings and structures, now or hereafter situated upon any portion of the Land.

“ Increaser Rate ” has the meaning set forth in Schedule 1.

“ Information and Images ” has the meaning set forth in §15.13.

“ Initial Facility Base Rent ” means $198,000,000.

“ Initial Facility Investment Amount ” means $2,400,000,000.

“ Initial Term ” has the meaning set forth in §1.3.

“ Institutional Lender ” means [i] any savings bank, a savings and loan association, a commercial bank or trust company (whether acting individually or in a fiduciary capacity) or a Primary Affiliate of the foregoing, [ii] an insurance company organized and existing under the laws of the United States or any state thereof, [iii] a loan conduit or other similar investment entity which (a) is regularly engaged in the business of providing debt financing and (b) acts through an institutional trustee, [iv] an educational or eleemosynary institution, a federal, state, or municipal employee’s welfare, benefit, pension or retirement fund, any governmental agency or entity insured by a governmental agency, a credit union, trust or endowment fund, [v] any brokerage or investment banking organization regularly engaged in the business of providing debt financing, or [vi] any combination of the foregoing entities and any other Person approved by Landlord, such approval not to be unreasonably withheld, delayed or conditioned; provided that each of the above entities shall qualify as an Institutional Lender only if it shall (1) be subject to service of process within the State of Ohio or the State of New York and (2) have a net worth, directly or indirectly, of not less than two hundred fifty million dollars ($250,000,000.00) and net assets, directly or indirectly, of not less than one billion dollars ($1,000,000,000.00). “Institutional Lender” shall also mean any institutional trustee, servicer or fiduciary for the holders of bonds, notes, commercial paper or other evidence of indebtedness as part of a securitization of rated single or multi-class securities secured by, or evidencing ownership interests in, such debt.

“ Internal Facility Lease ” has the meaning set forth in §1.7.

“ Investment Amount ” means, at any time, the sum of [i] the Initial Facility Investment Amount, [ii] the aggregate Option Facility Investment Amounts, [iii] the aggregate Acquisition Project Investment Amounts, [iv] the aggregate Development Project Investment Amounts and [v] the aggregate Capital Enhancement Investment Amounts. A table of Investment Amounts for the Leased Property, dated as of the date hereof, has been provided to Tenant.

“ Issuer ” means a financial institution satisfactory to Landlord issuing the Letter of Credit and such Issuer’s successors and assigns. Any “Issuer” shall have a Kroll Bond Rating of “C+” or higher at all times throughout the Term.

“ IT Equipment ” means all information technology equipment and devices located at each Facility on the applicable Acquisition Date, and any replacements thereof or additions thereto, including any software included therein. IT Equipment shall include, without limitation, computer related equipment (such as desktop computers, portable computers (laptops), portable devices (tablets and other hand held devices), monitors and printers), network hardware (such as wireless AP, routers, switches, controllers and UPS) and miscellaneous items (such as system carts, system kiosks, projectors and time clocks).

“ Land ” means the real property described in Exhibit A attached hereto.

“ Landlord ” has the meaning set forth in the introductory paragraph of this Lease.

“ Landlord’s Personal Property ” means all Personal Property owned by Landlord on the Acquisition Date and located at a Facility or, in the case of a Development Project, which will be located at the applicable Facility upon the conclusion of the Construction Period, together, in each case, with any and all replacements thereof, and all Personal Property that pursuant to the terms of this Lease becomes the property of Landlord at the expiration or earlier termination of the Lease, in each case, excluding the IT Equipment.

“ LC Proceeds ” has the meaning set forth in §20.3

“ Lease ” means this Master Lease Agreement, as amended from time to time.

“ Lease Documents ” means this Lease and all documents executed by Landlord and/or Tenant relating to this Lease or the Facilities.

“ Leased Property ” means all of the Land, Facilities, Improvements, Related Rights and Landlord’s Personal Property.

accordance with its respective Facility Uses; [iv] Medicare and Medicaid certification requirements (if applicable); [v] the ADA; and [vi] any Environmental Laws.

“ Letter of Credit ” means an irrevocable and transferable letter of credit in an original amount equal to the Letter of Credit Original Amount specified in Exhibit U, issued by Issuer in favor of Landlord as security for the Lease and in form acceptable to Landlord, and any amendments thereto or replacements or substitutions therefor. Notwithstanding the foregoing, “Letter of Credit” shall include any “Replacement Letter” as defined in §20.1 hereof.

“ Liquidity ” means Cash and Cash Equivalents plus the availability to borrow cash under any account receivable credit line, supported by a certificate in form and substance acceptable to Landlord evidencing that Company, GEN or Tenant has sufficient availability to borrow cash under an accounts receivable line of credit.

“ Management Group ” has the meaning set forth in the 2014 Consent and Amendment Agreement.

“ Manager ” means any manager of a Facility. As of the Effective Date, each Facility is self-managed by Tenant. If a Manager is appointed to manage a Facility, such Manager must be, directly or indirectly, wholly owned by Company.

“ Mandatory Completion Date ” means the date by which Tenant shall complete construction of a Development Project and satisfy all conditions for final disbursement of Development Payments to Tenant pursuant to §3.3 of the Disbursing Agreement, which date may be extended pursuant to the force majeure provisions of the Disbursing Agreement. The Mandatory Completion Date for each Development Project is set forth in Exhibit T.

“ Material Deficiency ” means (a) a G, H, I, J, K or L scope and severity, or a substandard quality of care citation, for which the Facility is not deemed to be in substantial compliance after a first revisit survey; (b) any deficiency, regardless of the severity, for which the Facility is not deemed to be in substantial compliance upon a second (or later) revisit survey; (c) issuance of any written notice of revocation or termination of a material Governmental Authorization necessary to operate the Facility, other than routine survey correspondence which references revocation or termination as an available remedy; (d) any Immediate Jeopardy determination that has not been removed within twenty-four (24) hours; (e) involuntary state monitoring; (f) a ban on new admissions that is not removed within sixty (60) days after receipt of written notice of the ban; or (g) a denial of payment which is not removed within sixty (60) days after receipt of written notice of the denial.

“ Material Obligation ” means [i] any indebtedness secured by a security interest in the accounts receivable of Tenant, Subtenant or Guarantor; [ii] any indebtedness or lease of Tenant, Subtenant or Guarantor or of any other party that has been guaranteed by Tenant or Subtenant that has an outstanding principal balance or obligation in an amount not less than $500,000.00; [iii] any obligation to or agreement with the Issuer relating to the Letter of Credit; [iv] any Facility Sublease; or [v] any Purchase Option.

“ Merger Effective Date ” means December 1, 2012.

“ Non-Change of Control Event ” has the meaning set forth in Exhibit W.

“ Obligor Group Obligations ” means all payment and performance obligations of Tenant, Subtenant, Guarantor and any of their respective Affiliates to Landlord or any Landlord Affiliate in connection with this Lease, the 2012 Consent and Amendment Agreement, the 2014 Consent and Amendment Agreement or (to the extent the same affects any Purchase Option) any Option Facility Sublease and all documents executed by Tenant, Subtenant, Guarantor or any Affiliate in connection therewith.

“ Occupancy Agreement ” shall mean any agreement between Tenant or Subtenant, as the provider, and an individual, as the occupant, pursuant to which such individual is entitled to occupy a bed at a Facility.

“ OFAC ” means the Office of Foreign Assets Control, Department of the Treasury.

“ OFAC Lists ” means lists of known or suspected terrorists or terrorist organizations published by OFAC.

“ Option Facility ” means each of the facilities listed on Exhibit N hereto, which facilities are subject to the Option Facility Leases.

“ Option Facility Investment Amount ” has the meaning set forth in §1.6.

“ Option Facility Lease ” means each lease, the tenant’s interest in which was assumed by an Option Facility Sublessor as of the Original Effective Date, identified on Exhibit N hereto.

“ Option Facility Sublease ” means each sublease pursuant to which an Option Facility is sublet from the Option Facility Sublessor to an Option Facility Sublessee.

“ Option Facility Sublessee ” means each of Tenant and any Tenant Affiliate that is a sublessee under an Option Facility Sublease.

“ Option Facility Sublessor ” means each of Landlord and any Landlord Affiliate that is a tenant under an Option Facility Lease and a sublessor under an Option Facility Sublease.

“ Organization State ” means the State in which an entity is organized.

“ Original Effective Date ” means April 1, 2011.

“ Passed Option Property ” has the meaning set forth in §1.6.3.

“ Periodic Financial Statements ” means [i] for Tenant and Company, an unaudited consolidated balance sheet, statement of income and statement of cash flows for the most recent quarter; and [ii] for each Facility, an unaudited Facility Financial Statement for the most recent month]. The statement of income shall include [a] a comparison of actual and budgeted revenues and expenses for the current period, year-to-date and year-over-year; [b] a breakdown of patient and other revenues itemized by payor type and [c] a breakdown of operating and non-operating

expenses to the extent reasonably available, including, but not limited to, an itemization of facility rental expenses, management fees, bad debt expenses, interest expenses, depreciation expenses, amortization expense and material non-recurring expenses.

“ Permitted Alterations ” has the meaning set forth in Exhibit W.

“ Permitted Company Transfer ” means [a] any Transfer by GEN of all or any substantial portion of the assets relating to GEN’s rehabilitation therapy business or its interest in any Person associated therewith if GEN: [i] has met all requirements necessary to Transfer assets generally as set forth in clause [c] of this definition; [ii] has provided evidence, subject to Landlord’s reasonable due diligence and approval, that, after such Transfer, GEN will have a GEN Coverage Ratio of not less than 1.50 to 1.00 and Tenant will have a Tenant Coverage Ratio of not less than 1.5 to 1.0, each on a pro forma basis after taking into account such Transfer; and [iii] requires the transferee of such business to continue to provide services pursuant to the then existing rehabilitation therapy services contract or enter into a contract with Tenant to provide rehabilitation therapy services, in each case consistent with past practice; [b] any Transfer of assets by a Person that is not, directly or indirectly, wholly owned by GEN, or [c] any Transfer by GEN of any of its assets, or any Transfer of any assets by any Person that is, directly or indirectly, wholly owned by GEN (not to include Tenant or any assets of Tenant or Subtenant) other than transfers covered by clause [a] and [b] of this definition, provided that, for Transfers to be permitted under this clause [c], as of the date of such Transfer, [i] there shall be no uncured Events of Default; and [ii] GEN, Tenant and Subtenant shall be in compliance (on a pro forma basis after taking into account such Transfer) with all covenants and requirements set forth in this Lease.

“ Permitted Exceptions ” means all easements, liens, encumbrances, restrictions, agreements and other title matters existing as of the Acquisition Date, including, without limitation, the exceptions to title set forth on Exhibit B attached hereto, and any sublease of any portion of the Leased Property made in accordance with Article 18.

“ Permitted Liens ” means [i] liens granted to Landlord or any Landlord Affiliate; [ii] liens customarily incurred by Tenant or Subtenant in the ordinary course of business for items not delinquent, including mechanic’s liens and deposits and charges under workers’ compensation laws; [iii] liens for taxes and assessments not yet due and payable; [iv] any lien, charge, or encumbrance which is being contested in good faith pursuant to this Lease; [v] the Permitted Exceptions; [vi] purchase money financing and capitalized equipment leases for the acquisition of Personal Property provided, however, that Landlord obtains a nondisturbance agreement from the purchase money lender or equipment lessor in form and substance as may be reasonably satisfactory to Landlord for any such financing where the original cost of the equipment financed exceeds $250,000.00; [vii] any easement granted by Landlord, at Landlord’s reasonable discretion, at the request of Tenant which is necessary to (A) obtain utilities or other services for the Facilities in the ordinary course of Tenant’s or any Subtenant’s business or (B) satisfy requests from local authorities in respect of, without limitation, township projects; [viii] liens granted on property other than the Collateral in respect of any working capital facilities of Tenant, including, without limitation, liens on Tenant’s and Subtenant’s accounts receivable; [ix] liens granted in respect of the assets of the Excluded Entities and [x] pledges of equity interests in Company, Tenant or Subtenant to Institutional Lenders (provided that such

pledges shall not secure borrowings related to lines of credit primarily secured by accounts receivable), the terms of which provide that any Change of Control resulting from a foreclosure on any such pledges, shall be subject to the reasonable consent of Landlord.

“ Permitted Subleases ” means [i] the leases with respect to the Facilities which were put in place prior to the Original Effective Date or, with respect to a Facility not subject to this Lease on the Original Effective Date, the date that such Facility became subject to this Lease, which, by the execution of this Lease, shall hereafter be subleases, each of which is listed on Exhibit J attached hereto; [ii] Occupancy Agreements which comply with the terms hereof, [iii] each sublease, license, use and/or occupancy agreement entered into with Affiliates of Tenant which comply with the terms hereof, including, without limitation, each Facility Sublease, and [iv] each arm’s length sublease, license, use and/or occupancy agreement that is not otherwise permitted by the foregoing clauses that is entered into by Tenant or any Subtenant with any Person for the provision of services to occupants of the Facility (e.g., subleases for hospice services, dialysis, cafes and beauty shops); provided , however , in no event shall any Permitted Subleases under this clause [iv] demise the use of more than 10% of any Facility’s floor space.

“ Permitted Transfer ” means any of the following: [i] an assignment of this Lease or a Facility Sublease by Tenant or Subtenant to a Primary Affiliate thereof; [ii] the imposition (whether or not consensual) of any Permitted Lien; [iii] a Transfer of any interest in Company, Tenant or Subtenant which does not result in a Change of Control of such Person; [iv] a Permitted Sublease; [v] a Permitted Company Transfer; [vi] an initial public offering of equity in Company or Tenant; [vii] Transfers comprised of the incurrence of indebtedness and liens created in connection therewith, in each case to the extent permitted by the terms of this Lease, [viii] Transfers of Excluded Entities to Primary Affiliates of Company; [ix] any other Transfer approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed, provided that the proposed transferee [a] is a creditworthy entity with sufficient financial stability to satisfy the financial obligations hereunder; [b] has (or the majority of its senior managers each individually have) not less than 10 years experience in operating health care facilities for the purpose of the applicable Facility Uses; [c] has a favorable business and operational (including quality of care) reputation and character in the industry; and [d] acknowledges, or in the case of an assignment assumes, in writing all of the terms of this Lease on the part of Tenant to be performed hereunder from and after the date of such Transfer; and [x] the exchange or Transfer of all or any portion of the stock in GEN held by Genesis Members, including interests received by participants in Genesis Healthcare LLC Management Incentive Compensation Plan .

“ Person ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust or other legal entity.

“ Personal Property ” means all machinery, equipment, furniture, furnishings, movable walls or partitions, computers (and all associated software), trade fixtures and other personal property (but excluding consumable inventory and supplies owned by Tenant) used in connection with the Leased Property, together with all replacements and alterations thereof and additions thereto, except items, if any, included within the definition of Fixtures or Improvements.

“ Plans and Specifications ” has the meaning set forth in §16.2.

“ Pre-Existing Violations ” has the meaning set forth in §7.5.

“ Primary Affiliate ” means, with respect to a Person, any other Person that directly or indirectly, primarily controls, or is primarily controlled by, or is under primary common control with the aforementioned Person. “Primary Control” (and the correlative meanings of the terms “controlled by” and “under common control with”) means, with respect to this definition of “Primary Affiliate”, the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of such Person.

“ Principal ” has the meaning set forth in the 2014 Consent and Amendment Agreement.

“ Project Budget ” has the meaning set forth in Exhibit T.

“ Project Timetable ” has the meaning set forth in Exhibit T.

“ Proposed Projects ” has the meaning ascribed to such term in Exhibit T.

“ Publicly Listed Entity ” means any Person whose equity securities are listed for trading on the NYSE, Nasdaq or other nationally recognized exchange.

“ Purchase Agreement ” means that certain Equity Purchase Agreement dated February 28, 2011, among HCN, FC-GEN Investment, LLC and Company.

“ Purchase Option ” has the meaning set forth in §1.6.1.

“ Qualified Capital Expenditures ” means the expenditures capitalized on the books of Tenant or Subtenant for any of the following: replacement of furniture, fixtures and equipment, including refrigerators, ranges, major appliances, bathroom fixtures, doors (exterior and interior), central air conditioning and heating systems (including cooling towers, water chilling units, furnaces, boilers and fuel storage tanks) and major replacement of siding; major roof replacements, including major replacements of gutters, downspouts, eaves and soffits; major repairs and replacements of plumbing and sanitary systems; overhaul of elevator systems; major repaving, resurfacing and sealcoating of sidewalks, parking lots and driveways; repainting of entire building exterior; but excluding major alterations, renovations, additions and normal maintenance and repairs.

“ REIT ” has the meaning set forth in §24.20.

“ Related Rights ” means all easements, rights (including bed operating rights) and appurtenances relating to the Land and the Improvements.

“ Renewal Date ” means the first day of the Renewal Term.

“ Renewal Option ” has the meaning set forth in §12.1.

“ Renewal Term ” has the meaning set forth in §12.1.

“ Rent ” means Construction Rent, Base Rent, Additional Rent and Default Rent.

“ Rent Adjustment Date ” means, with respect to [i] any AHC Facility, January 1, 2013 and each anniversary thereof; and [ii] any other Facility or Capital Enhancement Project, each anniversary of the applicable Base Rent Commencement Date.

“ Rent Schedule ” means, with respect to any Facility or Capital Enhancement Project, the schedule showing the applicable Base Rent to be paid by Tenant pursuant to the terms of this Lease, as such schedule is updated from time to time by Landlord pursuant to the terms hereof, individually and collectively. The initial Rent Schedule for the Facilities subject to this Lease as of the Effective Date is attached to this Lease as Schedule 1. For any Acquisition Project, Acquired Option Facility, Development Project and Capital Enhancement Project, Tenant and Landlord shall mutually agree to a Rent Schedule prior to the date by which the payment of Base Rent is to commence with respect thereto pursuant to the terms hereof.

“ Replacement Operator ” has the meaning set forth in §15.9.1.

“ Restricted Alterations ” means any changes, alterations, additions and/or improvements to any Facility other than Permitted Alterations.

“ Restricted Transfer ” means any Transfer, in whole or in part, by GEN, Company, Tenant, any Subtenant or any of their Affiliates, of any of the following or any interest therein: [i] this Lease, [ii] the Leased Property, [iii] Company, [iv] Tenant, [v] Subtenant, or [vi] any assets of Company, Tenant or Subtenant, other than, in each case, a Permitted Transfer.

“ Revolving Loan ” means that certain loan to Tenant and certain of its Affiliates made pursuant to that certain Third Amended & Restated Credit Agreement among Tenant, Genesis Healthcare LLC, Sun Healthcare Group, Inc. and certain of their Affiliates, and General Electric Capital Corporation, GE Capital Markets, Inc. and Barclays Bank PLC, dated on or about February 2, 2015, as amended from time to time.

“ Secured Party ” has the meaning set forth in §23.1.

“ Specified Facility ” has the meaning set forth in Schedule 1.

“ Specified Facility Base Rent ” means, for each Specified Facility, for the period commencing upon the applicable Base Rent Commencement Date and ending on the day preceding the first anniversary of such Base Rent Commencement Date, an amount equal to the product of [i] the Investment Amount for such Specified Facility, multiplied by [ii] the applicable Specified Facility Rate of Return, as the same may be increased or decreased pursuant to the terms hereof.

“ Specified Facility Rate of Return ” has the meaning ascribed to such term in Schedule 1 hereto.

“ Subtenant ” means each entity identified on Exhibit C that subleases a Facility from Tenant and is the licensed operator of such Facility, individually and collectively.

“ Sun Peak Facility ” means certain senior housing facilities located in Midwest City, Oklahoma and Oklahoma City, Oklahoma which were previously subject to this Lease and which were sold to a third party and deleted from this Lease on March 15, 2013, individually and collectively.

“ Sun Peak Retained Indemnity Obligations ” means [i] any actual out of pocket costs and/or expenses incurred by Landlord in connection with the purchase and/or sale of the Sun Peak Facility as a result of any act committed by Tenant or Guarantor or an Affiliate thereof which is determined by a court of competent jurisdiction to constitute fraud or material misrepresentation; or [ii] any of Tenant’s or Guarantor’s or an Affiliate thereof’s obligations to indemnify Landlord (or to guaranty Tenant’s obligation to indemnify Landlord) with respect to the Sun Peak Facilities under the terms of the Lease and/or the Guaranty [a] from and against any third party claims, which shall include the claims of governmental entities, quasi-governmental entities and any Person other than Tenant, arising under the Lease and which arose and/or relate to any time during the period prior to the closing of the sale of the Sun Peak Facilities including, but not limited to, with respect to any non-monetary Event of Default which may be outstanding at such time and [b] pursuant to §5.2 of the Lease. For purposes of this definition, [1] the payment of any Impositions shall constitute a Third-Party Claim and [2] Landlord’s ability to demonstrate either before or after the closing of the sale of the Sun Peak Facilities that the fair market value of the Sun Peak Facility exceeds the consideration paid therefor shall not constitute fraud or material misrepresentation on the part of Tenant, Guarantor or their Affiliates, it being understood and agreed that such consideration was negotiated by Landlord and Tenant in an arms-length transaction and was agreed to by Landlord knowingly and voluntarily.

“ Taking ” has the meaning set forth in §10.1.

“ Tenant ” has the meaning set forth in the introductory paragraph of this Lease.

“ Tenant Coverage Ratio ” has the meaning set forth in Exhibit U.

“ Tenant’s Financial Certification ” means the certification in the form attached Exhibit F.

“ Tenant Parties ” means Company, GEN and their respective direct and indirect wholly owned subsidiaries (including any subsidiary wholly owned collectively by Company, GEN or any of their respective direct or indirect wholly owned subsidiaries).

“ Tenant’s Property ” has the meaning set forth in §11.1.

“ Term ” means the Initial Term and the Renewal Term.

“ Term Loan ” means that certain loan to Company, an Affiliate of Tenant, and certain of its Affiliates, made pursuant to that certain Term Loan Agreement among Company

and certain of its Affiliates, and General Electric Capital Corporation, GE Capital Markets, Inc. and Barclays Bank PLC, dated December 3, 2012.

“ Transfer ” means any [i] sublease or other arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows a third party any rights of use or occupancy, [ii] sale, [iii] exchange, [iv] assignment, [v] merger, [vi] consolidation, [vii] disposition, [viii] pledge, [ix] hypothecation, [x] encumbrance, [xi] other grant of a security interest, [xii] grant of right of first refusal, [xiii] change in ownership, [xiv] conveyance in trust, [xv] gift, [xvi] transfer by bequest, devise or descent, or [xvii] other transfer, including a transfer to a receiver, levying creditor, trustee or receiver in bankruptcy or a general assignment for the benefit of creditors, in each case, of any asset or equity interests, whether direct or indirect, for value or no value, or voluntary or involuntary (including, in each case, by operation of law or other legal or equitable proceedings).

1.5 HCN as Agent . Landlord hereby irrevocably appoints HCN as the agent and lawful attorney-in-fact of Landlord to act for Landlord for all purposes and actions of Landlord under this Lease and the other Lease Documents and Tenant shall be entitled to conclusively rely on any action taken or notice given by HCN as being by or from Landlord in respect of this Lease notwithstanding the receipt of any notice from any entity comprising Landlord withdrawing HCN’s right to act is its agent and lawful attorney-in-fact. All notices, consents, waivers and all other documents and instruments executed by HCN pursuant to the Lease Documents from time to time and all other actions of HCN as agent for Landlord under the Lease Documents shall be binding upon Landlord. All Rent payable under this Lease shall be paid to HCN. Secured Party appoints HCN as its agent and representative and lawful attorney-in-fact to act for Secured Party for all purposes and actions related to the security interest granted under Article 23, including, but not limited to, the filing of financing statements.

1.6 Option Facilities .

1.6.1 General Each Option Facility is (a) being sublet by the applicable Option Facility Sublessor to the applicable Option Facility Sublessee pursuant to the applicable Option Facility Sublease and (b) subject to a purchase option (each such option, a “ Purchase Option ”) in favor of the applicable Option Facility Sublessor pursuant to the terms provided in each Option Facility Lease or separate Option Agreement. If any Option Facility Sublessor exercises its Purchase Option with respect to an Option Facility (upon such purchase, an “ Acquired Option Facility ”) pursuant to the terms of the applicable Option Facility Lease or Option Agreement, then such Option Facility shall, upon the closing of the acquisition, immediately become included as “ Leased Property ” hereunder and the parties hereto shall promptly execute and deliver such documentation as may be necessary to implement such inclusion. Without limiting the foregoing, the parties shall execute and deliver such documentation as is necessary to reflect that [i] the Investment Amount will be increased by an amount equal to the option price applicable to the Purchase Option, as listed on Exhibit N plus Option Facility Sublessor’s and Landlord’s reasonable and reasonably documented costs and expenses (including legal fees) incurred in connection with the exercise thereof (the “ Option Facility Investment Amount ”); [ii] Acquired Option Facility Base Rent shall commence with respect to such Acquired Option Facility on the applicable Base Rent Commencement Date and, for the period commencing on such Base Rent Commencement Date and ending on the day

preceding the first anniversary of such Base Rent Commencement Date, such annual Acquired Option Facility Base Rent for such Acquired Option Facility shall be equal to the product of the Closing Rate of Return multiplied by the Option Facility Investment Amount; and [iii] the Initial Term shall not be extended as a result of the inclusion of the Acquired Option Facility in the Leased Property.

1.6.2 Restrictions on Transfer . Pursuant to the terms of the applicable Option Facility Sublease, no Option Facility Sublessor may Transfer any Purchase Option without Tenant’s prior written consent; provided , however , such restriction shall not prevent the Transfer of any Purchase Option together with a transfer of every other then remaining Purchase Option to an entity that, together with its Affiliates, is acquiring all of Landlord’s and Landlord’s Affiliate’s interests in all of the Facilities and Option Facilities, this Lease and every Option Facility Sublease. Any attempted Transfer of any Purchase Option in violation hereof without Tenant’s consent shall be void ab initio .

1.6.3 Passed Option Property . Each Option Facility Sublessor shall be obligated, pursuant to the terms of the applicable Option Facility Sublease, to notify Tenant in writing, no later than one (1) year prior to the last date the applicable Purchase Option may be exercised, as to whether the Option Facility Sublessor intends to exercise such Purchase Option. If an Option Facility Sublessor notifies Tenant that it does not intend to exercise the Purchase Option with respect to its Option Facility (a “ Passed Option Property ”), the Option Facility Sublessor shall be deemed to have unconditionally and irrevocably assigned the Purchase Option, without any further action on behalf of any party, to Tenant or, if Tenant so elects, a nominee of Tenant, and Tenant or its nominee, as applicable, shall have the right to exercise such Purchase Option on its own behalf. If the terms of the Purchase Option would not permit Tenant or its nominee to exercise the Purchase Option, the applicable Option Facility Sublessor, at Tenant’s sole cost and expense, shall exercise such Purchase Option at Tenant’s direction and cause the applicable Passed Option Property to be conveyed to Tenant or its nominee (as applicable). Any Passed Option Property acquired by Tenant or a nominee thereof shall not be subject to any of the terms of this Lease.

1.6.4 Option Facilities Additional Rent . If, pursuant to the terms of Section 5.1.A of that certain Subordination, Attornment and Non-Disturbance Agreement dated May 1, 2013 (as amended, the “SNDA”) among each Prime Landlord identified on Exhibit N hereto, Option Facility Sublessor, Option Facility Sublessee and certain other parties, Option Facility Sublessor or any other Affiliate of Landlord makes any deposit with Lender (as defined therein), Tenant shall, or shall cause an Affiliate of Tenant to, immediately pay to Landlord or Landlord’s designee the full amount of such deposit as Additional Rent. If such deposit provided to Lender is either [i] returned to Landlord or [ii] credited against Landlord’s purchase price for the Option Facilities, then such Additional Rent payment will be credited against Base Rent in the next immediate period after which Landlord has received such return of the deposit or such credit.

1.7 Certain Facilities Subject to Internal Facility Leases . Notwithstanding any other provision hereof to the contrary, Tenant acknowledges that Landlord does not possess a fee simple interest in the Land upon which certain of the Facilities are located. Instead, Landlord’s interest in each such Facility and the Leased Property related thereto consists of the tenant’s

leasehold interest under certain leases (individually and collectively, the “ Internal Facility Lease ”) between Landlord, as tenant, and certain Landlord Primary Affiliates, as landlord (each a “ HCN Landlord ”), which grant to Tenant certain nondisturbance rights. Therefore, Tenant’s interest in certain of the Facilities hereunder is actually in the nature of a sublease, rather than a lease. Except as expressly set forth herein, the terms of this Lease shall apply to and constitute the sublease by Landlord of the applicable Facilities and related Facility Property to Tenant. Tenant acknowledges receipt of a copy of each Internal Facility Lease. Tenant shall not be responsible for any payment not otherwise referenced herein which is owed from Landlord to HCN Landlord under any Internal Facility Lease.

1.8 Certain Leased Property Subject to Ground Leases .

1.8.1 Ground Lease Parcels . Notwithstanding any other provision hereof to the contrary, Tenant acknowledges that the applicable HCN Landlord does not possess a fee simple interest in the Ground Lease Parcels. Instead, the applicable HCN Landlord’s interest in each Ground Lease Parcel and the Leased Property related thereto consists of the tenant’s leasehold interest under the applicable Ground Lease. Therefore, Tenant’s interest in the Ground Lease Parcels hereunder is actually in the nature of a sub-sublease. Except as expressly set forth herein, the terms of this Lease shall apply to and constitute the sub-sublease by Landlord of the Ground Lease Parcels and related Leased Property to Tenant. Tenant acknowledges receipt of a copy of each Ground Lease from the lessor thereof. Tenant acknowledges that Landlord has made no representation to Tenant with respect to the terms of the Ground Leases and that Tenant is relying solely on its lessee predecessor in interest or the lessor of each Ground Lease Parcel with respect to the terms, provisions and status of the Ground Leases. Landlord shall not enter into, and shall prevent the HCN Landlords from entering into, any amendment to any Ground Lease which increases Tenant’s obligations or decreases Tenant’s rights hereunder without the prior consent of Tenant nor shall any such parties take any action which would cause a default under a Ground Lease, other than, in each such case, to a de minimis extent.

1.8.2 Compliance With Ground Leases; Rent Payments Thereunder . In addition to its other obligations under this Lease, Tenant hereby agrees to timely comply with each and every term of each Ground Lease without notice or demand therefor by Landlord. Without limiting the foregoing, Tenant acknowledges and agrees that any and all amounts payable by tenant or lessee under the terms of the Ground Leases, including rent, shall be the sole responsibility of Tenant and shall be paid directly to the applicable landlords by Tenant and Tenant shall provide evidence of such payments to Landlord within five (5) days of each such payment Tenant, on demand, shall pay to Landlord any additional funds necessary to pay and discharge the obligations of the tenant or lessee arising under the Ground Leases. The receipt by Landlord of such payments from Tenant shall only be as an accommodation to Tenant and the landlords under the Ground Leases, and shall not be construed as rent or income to Landlord, Landlord serving, if at all, only as a conduit for delivery purposes.

1.8.3 Termination or Expiration of Ground Lease . Notwithstanding the provisions of §1.3 hereof, if Landlord’s rights to a Ground Lease Facility are terminated under the applicable Ground Lease, then the Term of this Lease shall be deemed terminated with respect to the applicable Ground Lease Parcel. If any such termination (a) is due

to any act or omission by Tenant, including Tenant’s failure to comply with this Section 1.8, the Base Rent payable hereunder and the Investment Amount shall not be reduced, and (b) is not due to any act or omission by Tenant, the Base Rent payable hereunder and the Investment Amount shall be equitably reduced as agreed between Landlord and Tenant.

1.8.4 Remedies . In addition to the remedies provided for in §8.2 hereof, Landlord shall have the right, upon the occurrence of an Event of Default under the Lease, to accelerate the payment of any or all amounts then or thereafter payable by tenant or lessee under the terms of the Ground Leases, including rent.

1.8.5 Renewal Options . Tenant acknowledges the renewal options contained within the Ground Leases, if any, as of the Effective Date shall be exercisable by Landlord and Tenant shall have no rights with respect thereto.

ARTICLE 2. RENT

2.1 Construction Rent . The Rent payable for a Development Project during the Construction Period (“Construction Rent”) shall be due in arrears in consecutive monthly installments and shall, to the extent anticipated by the applicable Project Budget, be financed by Landlord through each monthly Development Payment as set forth in the applicable Project Budget. Landlord will provide Tenant an informational copy of a Construction Rent invoice each month. To the extent not financed by Landlord, Tenant shall pay Construction Rent on the first day of the month immediately following receipt of such invoice. The final payment of Construction Rent for a Development Project shall be paid on the final day of the applicable Construction Period. The Construction Rent for each Development Project will equal 1/12 of the applicable Development Project Investment Amount as of the applicable date, multiplied by the Construction Rate of Return.

2.2 Base Rent . Commencing on the applicable Base Rent Commencement Date, Tenant shall pay [i] with respect to the Facilities subject to this Lease on the Original Effective Date, the Initial Facility Base Rent, as reduced by the Divested Facility Base Rent Reduction, [ii] with respect to any Specified Facility, the Specified Facility Base Rent, [iii] with respect to any Acquired Option Facility, the Acquired Option Facility Base Rent, [iv] with respect to any Acquired Facility, the Acquired Facility Base Rent, and [v] with respect to any Capital Enhancement Project, the CEP Base Rent, in each case, in advance in consecutive monthly installments payable on the first day of each month during the Initial Term and Renewal Term in the amount set forth on the Rent Schedule or as otherwise set forth herein. Notwithstanding the foregoing, on each Base Rent Commencement Date, Tenant shall also pay Landlord any Base Rent accrued for the period [a] with respect to any Development Project, from the last day of the applicable Construction Period to the applicable Base Rent Commencement Date; [b] with respect to any Capital Enhancement Project, from the date of the applicable CEP Funding Date to the applicable Base Rent Commencement Date; and [c] with respect to any other Facility, from the applicable Acquisition Date to the applicable Base Rent Commencement Date. The initial Base Rent for the Renewal Term will be determined in accordance with §12.2 hereof. Unless Landlord provides Tenant with written notice of the Base Rent payable two (2) Business Days prior to the date when Base Rent is due, Tenant shall pay the Base Rent provided in the Rent Schedule.

2.3 Annual Base Rent Adjustments .

2.3.1 Commencing on each Rent Adjustment Date during the Term applicable thereto, annual Initial Facility Base Rent, annual Specified Facility Base Rent, annual Acquired Option Facility Base Rent, annual Acquired Facility Base Rent, and annual CEP Base Rent shall increase by the applicable Annual Rent Increase. As of each Rent Adjustment Date, Landlord shall calculate the Annual Rent Increase with respect to the applicable Facility. Landlord shall deliver the revised Rent Schedule to Tenant no later than 30 days after the Rent Adjustment Date. Until the revised Rent Schedule is delivered to Tenant, Tenant shall pay the monthly Base Rent with the Annual Rent Increase calculated based upon the specified Increaser Rate. After the revised Rent Schedule is delivered to Tenant, if the actual monthly Base Rent is more or less than the monthly Base Rent paid pursuant to the preceding sentence, the difference shall be added to or deducted from (as applicable) the monthly Base Rent payment made for the following month. Thereafter, Tenant shall make monthly Base Rent payments in accordance with the revised Rent Schedule.

2.4 Additional Rent . In addition to Base Rent and Construction Rent, Tenant shall pay all other amounts, liabilities, obligations and Impositions which Tenant assumes or agrees to pay under this Lease but fails to pay directly to a third party as required, including any fine, penalty, interest, charge and cost which may be added for nonpayment or late payment of such items (collectively the “ Additional Rent ”).

2.5 Place of Payment of Rent . Tenant shall make all payments of Rent to Landlord by electronic wire transfer in accordance with the wiring instructions set forth in Exhibit D attached hereto, subject to change in accordance with other written instructions provided by Landlord from time to time; provided , however , in at all times all Rent payable hereunder shall be paid to a single account designated by Landlord.

2.6 Net Lease . This Lease shall be deemed and construed to be an “absolute net lease”, and Tenant shall pay all Rent and other charges and expenses in connection with the Leased Property throughout the Term, without abatement, deduction, recoupment or setoff except to the extent otherwise expressly set forth herein. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of nonpayment of the Rent.

2.7 No Termination, Abatement, Etc . Except as otherwise specifically provided in this Lease, Tenant shall remain bound by this Lease in accordance with its terms. Tenant shall not, without the consent of Landlord, modify, surrender or terminate the Lease, nor seek nor be entitled to any abatement, deduction, deferment or reduction of Rent, or setoff or recoupment against the Rent. Except as expressly provided in this Lease, the obligations of Landlord and Tenant shall not be affected by reason of [i] any damage to, or destruction of, the Leased Property or any part thereof from whatever cause or any Taking (as hereinafter defined) of the Leased Property or any part thereof; [ii] the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, or any part thereof, the interference with such use by any person, corporation, partnership or other entity, or by reason of eviction by paramount title; [iii] any claim which Tenant has or might have against Landlord or by reason of any default or breach of any warranty by Landlord under this Lease or any other agreement

between Landlord and Tenant, or to which Landlord and Tenant are parties; [iv] any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceeding affecting Landlord or any assignee or transferee of Landlord; or [v] any other cause, whether similar or dissimilar to any of the foregoing, other than a discharge of Tenant from any such obligations as a matter of law. Except as otherwise specifically provided in this Lease or as required by law, Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law [a] to modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof; or [b] entitling Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Tenant hereunder. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

2.8 Rent Schedule . The Base Rent payable at any given time with respect to any Facility or any Capital Enhancement Project shall be documented in the applicable Rent Schedule. Each Rent Schedule shall be updated from time to time as set forth herein to reflect changes to the applicable Base Rent payable pursuant to this Lease.

ARTICLE 3. IMPOSITIONS AND UTILITIES

3.1 Payment of Impositions . Tenant shall pay, as Additional Rent, all Impositions that may be levied or become a lien on the Leased Property or any part thereof at any time (whether prior to or during the Term), without regard to prior ownership of said Leased Property, before any fine, penalty, interest, or cost is incurred; provided , however , Tenant may contest any Imposition in accordance with §3.7. Tenant shall deliver to Landlord [i] not more than five days after the due date of each Imposition, copies of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the due date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Landlord.] Tenant’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any Imposition as may be required by Governmental Authorities. Subject to Landlord’s rights of setoff as provided herein, Tenant shall be entitled to any refund due from any taxing authority to the extent the same relates to any period prior to the Original Effective Date or relates to any period during the Term for which Tenant paid the applicable Impositions. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Governmental Authorities classify any property covered by this Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. Landlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant will be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest. Tenant may, upon notice to Landlord, at Tenant’s

option and at Tenant’s sole cost and expense, protest, appeal, or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense as aforesaid, shall fully cooperate with Tenant in such protest, appeal, or other action. Tenant shall reimburse Landlord for all personal property taxes paid by Landlord with respect to the Facilities demised hereunder from time to time within 30 days after receipt of billings accompanied by copies of a bill therefor and payments thereof which identify the personal property with respect to which such payments are made. Impositions imposed in respect to the tax-fiscal periods during which the Term commences and terminates shall be adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed before or after such termination, and Tenant’s obligation to pay its prorated share thereof shall survive such termination.

3.2 Definition of Impositions . “ Impositions ” means, collectively, [i] taxes (including, without limitation, all capital stock and franchise taxes of Landlord imposed by the Facility State or any governmental entity in the Facility State due to this lease transaction or Landlord’s ownership of the Leased Property and the income arising therefrom, or due to Landlord being considered as doing business in the Facility State because of Landlord’s ownership of the Leased Property or lease thereof to Tenant), all real estate and personal property ad valorem, sales and use, business or occupation, single business, gross receipts, commercial activity, transaction privilege, rent or similar taxes; [ii] assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term); [iii] water, sewer or other charges, excises, tax levies, and fees (including, without limitation, license, permit, inspection, authorization and similar fees); [iv] all taxes imposed on Tenant’s operations of the Leased Property, including, without limitation, employee withholding taxes, income taxes and intangible taxes; [v] all taxes imposed by the Facility State or any governmental entity in the Facility State with respect to the conveyance of any interest in the Leased Property by Landlord to Tenant or Tenant’s designee, including, without limitation, conveyance taxes, capital gains taxes, and commercial activity taxes (not including such taxes paid as a result of the transactions consummated under the Purchase Agreement or any such taxes to the extent included in the Investment Amount); and [vi] all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character imposed in respect of the Leased Property or any part thereof and/or the Rent (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon [a] Landlord or Landlord’s interest in the Leased Property or any part thereof; [b] the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein; or [c] any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof. Without limiting the foregoing, “ Impositions ” shall also include, regardless of any other provision hereof to the contrary, all income taxes with respect to calendar year 2012 and thereafter incurred by Landlord in New Hampshire related to entities or real estate acquired in New Hampshire pursuant to the Purchase Agreement and based upon the transaction structure set forth therein. Tenant shall not, however, be required to pay [1] any tax based on net income imposed on Landlord by any governmental entity other than the New Hampshire income taxes described in the preceding sentence and the capital stock and franchise taxes described in clause [i] above nor [2] any taxes payable on the Transfer of the Leased

Property by Landlord after the Original Effective Date to any Person other than Tenant or Tenant’s Affiliate or designee.

3.3 Escrow of Impositions . Tenant shall deposit with Landlord’s designated escrow agent (as of the Effective Date, Fidelity National Title Insurance Company) on the first day of each month a sum equal to 1/12th of the real estate taxes assessed against the Leased Property to the extent payable for the preceding tax year, which sums shall be used toward the timely payment of such real estate taxes. In addition, if an Event of Default occurs and while it remains uncured, Tenant shall, at Landlord’s election, deposit with Landlord’s designated escrow agent on the first day of each month a sum equal to 1/12th of the Impositions assessed against the Leased Property for the preceding tax year other than for real estate taxes, which sums shall be used toward the timely payment of such Impositions. Tenant, on demand, shall pay to Landlord any additional funds necessary to pay and discharge the obligations of Tenant pursuant to the provisions of this section. The receipt by Landlord’s escrow agent of the payment of such real estate taxes and, if applicable, other Impositions, by and from Tenant shall only be as an accommodation to Tenant, the mortgagees, and the taxing authorities, and shall not be construed as rent or income to Landlord, Landlord serving, if at all, only as a conduit for delivery purposes.

3.4 Utilities . Tenant shall pay, as Additional Rent, all taxes, assessments, charges, deposits, and bills for utilities, including, without limitation, charges for water, gas, oil, sanitary and storm sewer, electricity, telephone service, and trash collection, which may be charged against the occupant of the Improvements during the Term.

3.5 Discontinuance of Utilities . Landlord will not be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance of utilities nor will such discontinuance in any way be construed as an eviction of Tenant or cause an abatement of rent or operate to release Tenant from any of Tenant’s obligations under this Lease, except to the extent caused by the gross negligence or willful misconduct of Landlord. Tenant shall have the right, without seeking Landlord’s consent, to make all repairs and alterations (to the extent the same cost less than $750,000) Tenant reasonably deems necessary to obtain and maintain utilities for the Facilities.

3.6 Business Expenses . Tenant acknowledges that it is solely responsible for all expenses and costs incurred in connection with the operation of each Facility on the Leased Property, including, without limitation, employee benefits, employee vacation and sick pay, consulting fees, and expenses for inventory and supplies.

3.7 Permitted Contests . Tenant, on its own or on Landlord’s behalf (or in Landlord’s name), but at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition or any Legal Requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim provided that [i] in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property; [ii] neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, attached or lost; [iii] in the case of a Legal Requirement, Landlord would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; [iv] in the case of an insurance requirement, the coverage required by Article 4 shall be

maintained; [v] in the case an Imposition, lien, encumbrance or charge involves the payment of real estate or personal property taxes or assessments which Tenant has elected not to contest, Landlord may, upon notice to Tenant and at Landlord’s sole cost and expense, engage, an independent third-party real estate consultant that specializes in the reduction of real estate or personal property taxes and assessments to protest, appeal, or institute such legal proceedings, including, but not limited to, informal negotiations with the taxing authority, as Landlord may deem appropriate to effect a reduction of real estate or personal property taxes and assessments, provided that if, as a result of any such contest, Landlord is successful in reducing an Imposition, Tenant shall, to the extent it directly benefits from such reduction, reimburse Landlord’s third-party expenses incurred, provided Landlord provides evidence, reasonably satisfactory to Tenant, documenting such expenses; and [vi] if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon (except in respect of any contest instituted by or at the request of Landlord), or comply with the applicable Legal Requirement or insurance requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein, provided Tenant shall at all times control the contest. Except in respect of any contest instituted by or at the request of Landlord pursuant to clause [v], above, Tenant hereby agrees to indemnify and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any such contest and any loss resulting therefrom.

ARTICLE 4. INSURANCE

4.1 Property Insurance . At Tenant’s expense, Tenant shall maintain in full force and effect a property insurance policy or policies insuring the Leased Property and Tenant’s Property against the following:

(a) Loss or damage commonly covered by a “Special Form” policy insuring against physical loss or damage to the Improvements and Personal Property, including, but not limited to, risk of loss from fire, windstorm and other hazards, collapse, transit coverage, vandalism, malicious mischief, theft, earthquake (if the Leased Property is in a higher risk earthquake zone reasonably determined by Landlord) and sinkholes (if usually recommended in the area of the Leased Property). The policy shall be in the amount of the full replacement value (as defined below) of the Improvements and Personal Property and shall contain a deductible amount reasonably acceptable to Landlord. Landlord shall be named as an additional insured. The policy shall include a stipulated value endorsement or agreed amount endorsement and endorsements for ordinance or law including demolition costs and increased cost of construction.

(b) If applicable, loss or damage by explosion of steam boilers, pressure vessels, or similar apparatus, now or hereafter installed on the Leased Property, in commercially reasonable amounts acceptable to Landlord.

(c) Consequential loss of rents and income coverage insuring against all “Special Form” risk of physical loss or damage with limits and deductible amounts reasonably acceptable to Landlord covering risk of loss during the first 12 months of reconstruction, and

containing an endorsement for extended period of indemnity of at least six months, and shall be written with a stipulated amount of coverage if available at a reasonable premium.

(d) If the Leased Property is located, in whole or in part, in a federally designated 100-year flood plain area, flood insurance for the Improvements in an amount equal to the lesser of [i] the full replacement value of the Improvements; or [ii] the maximum amount of insurance available for the Improvements under all federal and private flood insurance programs.

(e) Loss or damage caused by the breakage of plate glass in commercially reasonable amounts acceptable to Landlord.

4.2 Liability Insurance . At Tenant’s expense, Tenant shall maintain liability insurance against the following:

(a) Claims for personal injury or property damage commonly covered by commercial general liability insurance with endorsements for contractual, personal injury, voluntary medical payments, products and completed operations, broad form property damage and extended bodily injury, with commercially reasonable amounts for bodily injury, property damage, and voluntary medical payments acceptable to Landlord, with Landlord acting reasonably, but with a combined single limit of not less than $5,000,000.00 per occurrence.

(b) Claims for personal injury and property damage commonly covered by commercial automobile liability insurance, covering all owned and non-owned automobiles, with commercially reasonable amounts for bodily injury, property damage, and for automobile medical payments acceptable to Landlord, with Landlord acting reasonably, but with a combined single limit of not less than $5,000,000.00 per occurrence.

(c) Claims for personal injury commonly covered by medical malpractice and professional liability insurance in commercially reasonable amounts, and on a coverage form, in both instances, acceptable to Landlord, with Landlord acting reasonably.

(d) Claims commonly covered by workers’ compensation insurance for all persons employed by Tenant on the Leased Property. Such workers’ compensation insurance shall be in accordance with the requirements of all applicable local, state, and federal law.

(e) Loss or damage commonly covered by blanket crime insurance, including employee dishonesty, loss of money orders or paper currency, depositor’s forgery, and loss of property of patients accepted by Tenant for safekeeping, in commercially reasonable amounts acceptable to Landlord.

4.3 Builder’s Risk Insurance . In connection with any construction, Tenant shall maintain in full force and effect a builder’s completed value risk policy (“ Builder’s Risk Policy ”) of insurance in a nonreporting form insuring against all “Special Form” risk of physical loss or damage to the Improvements, including, but not limited to, risk of loss from fire, windstorm and other hazards, collapse, transit coverage, vandalism, malicious mischief, theft, earthquake (if Leased Property is in a higher risk earthquake zone as reasonably determined by Landlord) and sinkholes (if usually recommended in the area of the Leased Property). The

Builder’s Risk Policy shall include endorsements providing coverage for building materials and supplies and temporary premises. The Builder’s Risk Policy shall be in the amount of the full replacement value of the Improvements and shall contain a deductible amount reasonably acceptable to Landlord. Landlord shall be named as an additional insured. The Builder’s Risk Policy shall include an endorsement permitting initial occupancy.

4.4 Insurance Requirements . The following provisions shall apply to all insurance coverages required hereunder:

(a) For Development Projects, the insurance coverage set forth in §§4.1 and 4.2 shall not be required until the end of the applicable Construction Period.

(b) The form and substance of all policies shall be subject to the approval of Landlord, which approval will not be unreasonably withheld.

(c) The carriers of all policies shall have a Best’s Rating of “A-” or better and a Best’s Financial Category of IX or higher and shall be authorized to do insurance business in the Facility States.

(d) Tenant shall be the “named insured” and Landlord shall be an “additional insured” on each policy.

(e) Tenant shall deliver to Landlord copies of certificates or policies showing the required coverages and endorsements. The policies of insurance shall provide that the policy may not be canceled or not renewed, and no material change or reduction in coverage may be made, without at least sixty (60) days’ prior written notice to Landlord.

(f) The policies shall contain a severability of interest and/or cross-liability endorsement, provide that the acts or omissions of Tenant or Landlord will not invalidate the coverage of the other party, and provide that Landlord shall not be responsible for payment of premiums.

(g) All loss adjustments relating to any claim in excess of $150,000.00 under any property insurance or any other claim as to which Landlord or a Landlord Affiliate has been named as a party thereto, shall require the written consent of Landlord and Tenant, as their interests may appear.

(h) At least ten (10) Business Days prior to the expiration of each insurance policy, Tenant shall deliver to Landlord a certificate showing renewal of such policy and a current certificate of compliance (in the form delivered at the Original Effective Date) completed and signed by Tenant’s insurance agent. Evidence of the annual premium payment will be provided at Landlord’s request within normal payment terms extended by insurers.

(i) Certain insurance may be provided by an off-shore insurance company wholly-owned by Company or a Primary Affiliate of Company or under self-insurance programs maintained by Company or a Primary Affiliate of Company, that, in Landlord’s reasonable opinion, are adequate to provide insurance sufficient to cover expected losses. All insurance, whether provided by commercial insurers, a captive or through self insurance programs, shall be

reasonably acceptable to Landlord and in amounts that are customarily carried by businesses of the size, location and character of the business in which the Tenant is engaged. Any such insurers shall maintain good standing in accordance with applicable statutory requirements and comply with statutory capital requirements. Notwithstanding anything to the contrary herein, the rating requirements of §4.4(c) shall not apply to such off-shore insurance companies or providers of such self-insurance programs.

4.5 Replacement Value . The term “full replacement value” means the actual replacement cost thereof from time to time, including increased cost of construction endorsement, with no reductions or deductions. Tenant shall, in connection with each annual policy renewal, deliver to Landlord a redetermination of the full replacement value by the insurer or an endorsement indicating that the Leased Property is insured for its full replacement value. If Tenant makes any Alterations to the Leased Property, Landlord may have such full replacement value redetermined at any time after such Alterations are made, regardless of when the full replacement value was last determined.

4.6 Blanket Policy . Notwithstanding anything to the contrary contained in this Article 4, Tenant may carry the insurance required by this Article under a blanket policy of insurance, provided that the coverage afforded Tenant will not be reduced or diminished or otherwise be different from that which would exist under a separate policy meeting all of the requirements of this Lease.

4.7 No Separate Insurance . Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article, or increase the amounts of any then existing insurance, by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of the insurance, including Landlord and any mortgagees, are included therein as additional insureds or loss payees, the loss is payable under said insurance in the same manner as losses are payable under this Lease, and such additional insurance is not prohibited by the existing policies of insurance. Tenant shall immediately notify Landlord of the taking out of such separate insurance or the increasing of any of the amounts of the existing insurance by securing an additional policy or additional policies.

4.8 Waiver of Subrogation . Each party hereto hereby waives any and every claim which arises or may arise in its favor and against the other party hereto during the Term for any and all loss of, or damage to, any of its property located within or upon, or constituting a part of, the Leased Property, which loss or damage is covered by valid and collectible insurance policies, to the extent that such loss or damage is recoverable under such policies. Said mutual waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss or damage to property of the parties hereto. Inasmuch as the said waivers will preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company (or any other person), each party hereto agrees immediately to give each insurance company which has issued to it policies of insurance, written notice of the terms of said mutual waivers, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers, so long as such endorsement is available at a reasonable cost.

4.9 Mortgages . The following provisions shall apply if Landlord now or hereafter places a mortgage on the Leased Property or any part thereof: [i] Tenant shall obtain a standard form of lender’s loss payable clause insuring the interest of the mortgagee; [ii] Tenant shall deliver evidence of insurance to such mortgagee; [iii] loss adjustment shall require the consent of the mortgagee, to the extent required by the applicable loan documentation; and [iv] Tenant shall provide, at Landlord’s cost and expense, such other information and documents as may be reasonably and rightfully required by the mortgagee.

4.10 Key Man Life Insurance . At Tenant’s expense, Tenant shall maintain, for the benefit of Tenant, a life insurance policy in the amount of $10,000,000 covering the life of the Chief Executive Officer of GEN. To the extent the cost of purchasing or maintaining such policy becomes commercially unreasonable, Tenant shall have the right, in lieu of maintaining such policy, to obtain a letter of credit in the amount of $10,000,000, to be drawn upon only in the event of the death of the Chief Executive Officer of GEN.

4.11 Insurance for Environmental Matters . Without limiting any other provision hereof, Tenant shall maintain, during the Term, the insurance identified on Exhibit K hereto, or substantially equivalent coverage, which such insurance shall name Landlord as an additional named insured.

ARTICLE 5. INDEMNITY

5.1 Tenant’s Indemnification . Tenant hereby indemnifies and agrees to hold harmless Landlord, any successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers and employees from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys’ fees, court costs, and the costs set forth in §8.7) incurred in connection with or arising from: [i] the use or occupancy of the Leased Property by Tenant or any persons claiming under Tenant; [ii] any activity, work, or thing done, or permitted or suffered by Tenant relating to the Leased Property; [iii] any acts, omissions, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person in respect of the Leased Property; [iv] any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or of any such person, of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind, in each case in connection with the Leased Property, including, without limitation, any failure to comply with any applicable requirements under the ADA; [v] any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Leased Property; [vi] any construction, alterations, changes or demolition of a Facility performed by or contracted for by Tenant or its employees, agents or contractors; [vii] any Pre-Existing Violation; [viii] any obligations, costs or expenses arising under any Permitted Exceptions or Permitted Liens, in each case, relating to the Initial Term and, if renewed, the Renewal Term; and [ix] any misrepresentation made by Tenant, Subtenant or any Affiliate of Tenant or Subtenant in any Closing Certificate delivered to Landlord. Without limiting the foregoing, Tenant hereby indemnifies and agrees to hold harmless Landlord, any successors or assigns of Landlord, and Landlord’s and such successor’s and assign’s directors, officers and employees from and against

any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities (including strict liability), judgments, and expenses (including, without limitation, reasonable attorneys’ fees, court costs, and the costs set forth in §8.7) incurred in connection with or arising from the Sun Peak Retained Indemnity Obligations. If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant, upon notice from Landlord, will defend the claim at Tenant’s expense with counsel reasonably satisfactory to Landlord. All amounts payable to Landlord under this section, subject to Landlord’s compliance with §5.1.2 hereof, shall be payable on ten (10) days written demand to Tenant which conforms with the requirements of §5.1.1 hereof. In case any action, suit or proceeding is brought against Tenant by reason of any such occurrence, Tenant shall use its best efforts to defend such action, suit or proceeding. None of Landlord, Landlord’s and such successor’s and assign’s directors, officers and employees, shall be entitled to indemnification under this §5.1.1 if and to the extent that the liability otherwise to be indemnified results, in whole or part, from any breach of Landlord’s obligations hereunder or any fraud, gross negligence or willful misconduct on the part of Landlord.

5.1.1 Notice of Claim . Landlord shall notify Tenant in writing of any claim or action brought against Landlord in which indemnity may be sought against Tenant pursuant to this section. Such notice shall be given in sufficient time to allow Tenant to defend or participate in such claim or action, but the failure to give such notice in sufficient time shall not constitute a defense hereunder nor in any way impair the obligations of Tenant under this section unless the failure to give such notice precludes Tenant’s defense of any such action.

5.1.2 Survival of Covenants . The covenants of Tenant contained in this section shall remain in full force and effect after the termination of this Lease with respect to claims relating back to the Term until the expiration of the period stated in the applicable statute of limitations during which a claim or cause of action may be brought and payment in full or the satisfaction of such claim or cause of action and of all expenses and charges incurred by Landlord relating to the enforcement of the provisions herein specified.

5.2 Environmental Indemnity; Audits; Pre-Existing Conditions .

5.2.1 General . Tenant hereby indemnifies and agrees to hold harmless Landlord, any successors to Landlord’s interest in this Lease, and Landlord’s and such successors’ directors, officers, employees and agents from and against any losses, claims, damages, penalties, fines, liabilities (including strict liability), costs (including reasonable cleanup and recovery costs), and expenses (including reasonable expenses of litigation and reasonable consultants’ and attorneys’ fees) (“ Environmental Damages ”) incurred by Landlord or any other indemnitee or assessed against any portion of the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to any Environmental Law, but only to the extent that any such claims or liabilities arise in connection with actions, omissions or circumstances occurring from the applicable Acquisition Date to the date that Tenant’s occupancy of the Leased Property shall have fully terminated, including, without limitation, any release or discharge of Hazardous Materials caused by Tenant or Tenant’s invitees during such period. Tenant’s indemnity shall survive the termination of this Lease. If at any time during the Term of this Lease any Governmental Authority notifies Landlord or Tenant of a violation of any

Environmental Law or Landlord reasonably believes that a Facility may violate any Environmental Law, Landlord may require one or more environmental audits of such portion of the Leased Property, in such form, scope and substance as specified by Landlord, at Tenant’s expense; provided , however , to the extent such audit is obtained as a result of Landlord’s reasonable belief that a Facility may violate any Environmental Law, but such audit does not reveal any unknown violation, Landlord shall reimburse Tenant for the cost of such audit. Tenant shall, within 30 days after receipt of an invoice from Landlord, reimburse Landlord for all costs and expenses incurred in reviewing any such environmental audit, including, without limitation, reasonable attorneys’ fees and costs.

5.2.2 Pre-Existing Conditions . Tenant hereby indemnifies and agrees to hold harmless Landlord, any successors to Landlord’s interest in this Lease, and Landlord’s and such successors’ directors, officers and employees from and against any Environmental Damages incurred by Landlord or any other indemnitee or assessed against any portion of the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, related to or arising out of (a) the release prior to the applicable Acquisition Date of any Hazardous Materials to or from the Leased Property (provided, however, that, with respect to any such release, Landlord shall be obligated to pursue its remedies with respect thereto under the Purchase Agreement, if any, and Tenant shall be responsible hereunder with respect to any such release only to the extent that, after Landlord’s commercially reasonable efforts to so pursue such remedies under the Purchase Agreement, Landlord has still suffered unrecompensed Environmental Damages with respect thereto); and (b) the maintenance, repair, abatement, remediation, replacement or removal, to the extent required during the Term, of any (i) underground storage tank system; (ii) asbestos-containing material; (iii) polychlorinated biphenyls; or (iv) lead-based paint located in, at or on the Leased Property to the extent located on the Leased Property as of the applicable Acquisition Date. Tenant’s indemnity shall survive the termination of this Lease subject to Landlord’s obligation to pursue remedies under the Purchase Agreement, as set forth above.

5.2.3 Ongoing Monitoring . On an annual basis, at Landlord’s request, Tenant shall provide Landlord with reasonable evidence of its then current plans, if any, to undertake investigations to identify the presence, release, or potential for any release of Hazardous Materials, mold or conditions conducive to mold, in, on, or about the Leased Property, including but not limited to radon testing, asbestos surveys, soil, groundwater and air sampling, and tightness testing of underground storage tank systems. At Landlord’s request, Tenant shall participate in discussions with Landlord regarding such plans and the implementation thereof; provided, however, that Tenant shall not be required hereby to take any particular action suggested by Landlord. The obligations of this §5.2.3 shall not serve to limit any of Tenant’s other obligations under this Lease.

5.3 Limitation of Landlord’s Liability . Landlord, its agents, and employees, will not be liable for any loss, injury, death, or damage (including consequential damages) to persons, property, or Tenant’s business occasioned by theft, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition, order of governmental body or authority, fire, explosion, falling objects, steam, water, rain or snow, leak or flow of water (including water from the elevator system), rain or snow from the Leased Property or into the Leased Property or from the roof, street, subsurface or from any other place, or by dampness or from the breakage,

leakage, obstruction, or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, or lighting fixtures of the Leased Property, or from construction, repair, or alteration of the Leased Property or from any acts or omissions of any other occupant or visitor of the Leased Property, or from any other cause beyond Landlord’s control, provided any such loss, injury, death, or damage does not result from the fraud, gross negligence or willful misconduct of Landlord, or Landlord’s and such successor’s and assign’s directors, officers and employees.

ARTICLE 6. USE AND ACCEPTANCE OF PREMISE

6.1 Use of Leased Property . Tenant shall use and occupy the Leased Property exclusively for the Facility Uses and for all lawful and licensed ancillary uses, and for no other purpose without the prior written consent of Landlord. Tenant shall obtain and maintain all approvals, licenses, and consents needed to use and operate the Leased Property as herein permitted. Notwithstanding anything herein to the contrary, Tenant may, in Tenant’s sole discretion, (a) subject to the Bed Cap restrictions described in Exhibit W hereof, relocate beds between Facilities and/or transfer any bed operating rights between Facilities, (b) increase the number of beds at any Facility, and/or (c) subject to the Bed Cap restrictions described in Exhibit W hereof relating to the aggregate number of beds, close any Facility without Landlord’s consent; provided , however , any such action that is taken by Tenant pursuant to this §6.1 shall not result in an increase or decrease to the Base Rent payable by Tenant nor reduce Tenant’s obligations to maintain any Facility, even after closure of same. If Tenant elects to close any Facility, Landlord and Tenant shall negotiate in good faith as to possible dispositions of such Facility. Notwithstanding the foregoing, Tenant shall have the right to close up to three (3) Facilities with Landlord’s prior written consent and not have the loss of beds resulting therefrom count towards the Bed Cap.

6.2 Acceptance of Leased Property . Tenant acknowledges that [i] Tenant and its agents have had an opportunity to inspect the Leased Property; [ii] Tenant has found the Leased Property fit for Tenant’s use; [iii] Landlord will deliver the Leased Property to Tenant in “as-is” condition; [iv] Landlord is not obligated to make any improvements or repairs to the Leased Property; and [v] the roof, walls, foundation, heating, ventilating, air conditioning, telephone, sewer, electrical, mechanical, elevator, utility, plumbing, and other portions of the Leased Property are in good working order. Tenant waives any claim or action against Landlord with respect to the condition of the Leased Property as of the applicable Acquisition Date. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT.

6.3 Conditions of Use and Occupancy . Tenant agrees that during the Term it shall not commit or suffer waste on the Leased Property; not use or occupy the Leased Property for any unlawful purposes; not use or occupy the Leased Property or permit the same to be used or occupied, for any purpose or business deemed extra-hazardous on account of fire or otherwise; keep the Leased Property in such repair and condition as may be required by each applicable

board of health, or other city, state or federal authorities, free of all cost to Landlord; not permit any acts to be done which will cause the cancellation, invalidation, or suspension of any insurance policy; and permit Landlord and its agents to enter upon the Leased Property at all reasonable times during business hours, upon not less than (5) Business Days prior written notice, to examine the condition thereof, provided a representative of Tenant may accompany such parties and such parties shall comply with all Legal Requirements and rules and regulations reasonably established by Tenant. Commencing on the first anniversary of the applicable Acquisition Date, Landlord shall have the right to have an annual inspection of the Leased Property performed at all reasonable times during business hours upon the giving of five (5) Business Days prior written notice, and Tenant shall pay an inspection fee of $1,000.00 per actual inspection undertaken per Facility plus Landlord’s reasonable out-of-pocket expenses, evidenced by invoices reasonably acceptable to Tenant, subject to an aggregate annual cap (including inspection fees and expenses paid pursuant to §7.1 hereof) of $250,000.00. Tenant shall pay the annual inspection fee within thirty (30) days after receipt of Landlord’s invoice. At each annual inspection of the Leased Property by Landlord, a representative of Tenant may accompany the Landlord or its agents and the parties conducting the inspection shall comply with all Legal Requirements and rules and regulations reasonably established by Tenant.

ARTICLE 7. MAINTENANCE, MECHANICS’ LIENS
AND PRE-EXISTING VIOLATIONS

7.1 Maintenance . Tenant shall maintain, repair, and replace the Leased Property, including, without limitation, all structural and nonstructural repairs and replacements to the roof, foundations, exterior walls, HVAC systems, equipment, parking areas, sidewalks, water, sewer and gas connections, pipes and mains. Tenant shall maintain all drives, sidewalks, parking areas, and lawns on or about the Leased Property in a clean and orderly condition, free of accumulations of dirt, rubbish, snow and ice. Tenant shall at all times maintain, operate and otherwise manage the Leased Property in accordance with applicable Legal Requirements and on a basis and in a manner consistent with the standards to which comparable facilities, taking into account their age, size and use, are generally maintained. Upon completion of any Capital Enhancement Project, Landlord shall have the right to inspect the Facility, at all reasonable times during business hours provided Landlord has given Tenant five (5) Business Days prior written notice, a representative of Tenant shall have the right to accompany Landlord and Landlord complies with all Legal Requirements and rules and regulations reasonably established by Tenant, and Tenant shall pay a re-inspection fee of $750.00 per Facility plus Landlord’s reasonable out-of-pocket expenses (subject to an aggregate annual cap (including inspection fees and expenses paid pursuant to §6.3 hereof) of $250,000.00) within 30 days after receipt of Landlord’s invoice.

7.2 Required Alterations . Tenant shall, at Tenant’s sole cost and expense, make any additions, changes, improvements or alterations to the Leased Property, including structural alterations, which may be required by any Governmental Authority, including those required to maintain licensure or certification under the Medicare and Medicaid programs (if so certified), whether such changes are required by Tenant’s use, changes in the law, ordinances, or governmental regulations, defects existing as of the date of this Lease, or any other cause whatsoever. All such additions, changes, improvements or alterations shall be deemed to be

Permitted Alterations and shall comply with all laws requiring such alterations and with the provisions of §16.4.

7.3 Mechanic’s Liens . Except as otherwise expressly set forth herein, Tenant shall have no authority to permit or create a lien against Landlord’s interest in the Leased Property. Tenant hereby agrees to defend, indemnify, and hold Landlord harmless from and against any mechanic’s liens against the Leased Property by reason of work, labor, services or materials supplied or claimed to have been supplied on or to the Leased Property, except to the extent such work was by or for the benefit of Landlord. Tenant shall remove, bond-off, or otherwise obtain the release of any mechanic’s lien filed against the Leased Property within sixty (60) days after notice of the filing thereof is given to Tenant.

7.4 Replacements of Fixtures and Landlord’s Personal Property . Tenant shall not remove Fixtures and Landlord’s Personal Property from the Leased Property, except as may be required by applicable Legal Requirements, unless (i) such Fixtures or Landlord’s Personal Property are useless or obsolete with respect to the operation of the Leased Property, (ii) such removal is temporary in nature and being effectuated to either have such items repaired or allow for alterations to be made to the Leased Property, or (iii) such removal is performed in preparation for replacing the removed Fixtures or Landlord’s Personal Property with other similar items of equal quality and value. Items being replaced by Tenant may be removed and disposed of and items replacing the same shall be the property of Tenant until the expiration or termination of this Lease, at which time they shall become the property of Landlord. Tenant shall execute, upon written request from Landlord, any and all documents necessary to evidence Landlord’s ownership of Landlord’s Personal Property and, at the expiration or termination of this Lease, any replacements thereof. Tenant may finance replacements for the Fixtures and Landlord’s Personal Property by equipment lease or by a security agreement and financing statement; provided that any liens, encumbrances or leases granted in connection with such financing meet the requirements to qualify as Permitted Liens hereunder.

7.5 Pre-Existing Violations . Without limiting any other obligation of Tenant hereunder, to the extent that any Governmental Authority requires, or other third party brings an action to require, the remediation of any violation of [i] any Legal Requirement, [ii] any requirement imposed by any Permitted Exception or [iii] any other applicable requirement imposed by any applicable architectural control board or restrictive covenant applicable to the development, construction, condition and operation of any Facility, in each case relating to zoning, title or survey issues with respect to any Leased Property, which such violation was in existence as of the applicable Acquisition Date (such violations, including, without limitation, the violations listed as “Tenant Responsibility Under Master Lease” on Exhibit Q hereto, the “ Pre-Existing Violations ”), then Tenant shall be solely responsible for remedying or contesting such violation, at Tenant’s sole cost and expense. If Tenant reasonably anticipates that the remedying of any such violation would result in an Event of Default hereunder, Tenant shall so notify Landlord (“ Tenant’s Notice ”) before taking such remediation action and Landlord shall, at its option, either [i] agree to Tenant’s taking such remediation action and concurrently waive the resulting Event of Default; or [ii] waive Tenant’s obligation to take such remediation action. If Landlord does not notify Tenant of its election within 10 Business Days of the date of Tenant’s Notice, then Landlord shall be deemed to have elected option [i]. With respect to only those Facilities which were subject to the Existing Lease on the Original Effective Date, other than

with respect to Pre-Existing Violations listed on Exhibit Q, Landlord shall be obligated to pursue its remedies with respect thereto under the Purchase Agreement and Tenant shall be responsible hereunder with respect to any such Pre-Existing Violation only to the extent that, after Landlord’s commercially reasonable efforts, the Pre-Existing Violation has not been remediated pursuant to the terms of the Purchase Agreement. Notwithstanding the foregoing, Tenant shall have no obligations under this §7.5, to the extent triggered by the act or omission of Landlord.

ARTICLE 8. DEFAULTS AND REMEDIES

8.1 Events of Default . The occurrence of any one or more of the following shall be an event of default (“ Event of Default ”) hereunder without any advance notice to Tenant unless specified herein:

(a) Tenant fails to pay in full (i) any installment of Base Rent when the same is due hereunder and such failure continues beyond the date which is three Business Days after Landlord gives Tenant written notice of such failure; provided, however, that Landlord shall not be required to give more than two such notices in any rolling 24 month period such that, upon Tenant’s third failure to timely pay any installment of Base Rent within any rolling 24 month period, such failure shall constitute an immediate Event of Default without the requirement of notice or the provision of any grace or cure period, (ii) any Additional Rent or any other monetary obligation payable by Tenant under this Lease when the same is due hereunder and such failure continues beyond the date which is 10 Business Days after Landlord gives Tenant written notice of such failure. Notwithstanding the foregoing, any installment of Base Rent which is timely made in good faith but in an incorrect amount (which such amount is equal to at least 90% of the full amount required hereunder) shall not count towards the two notices provided for in clause (i), above.

(b) Tenant, Subtenant or Guarantor (where applicable) fails to comply with any covenant set forth in Article 14 (Negative Covenants), §15.6 (Existence), or §15.7 (Financial Covenants), of this Lease, which such failure continues after any notice or cure period explicitly provided herein with respect to same herein.

(c) Tenant fails to observe and perform any other material covenant, condition or agreement under this Lease to be performed by Tenant and [i] such failure continues for a period of 30 days after written notice thereof is given to Tenant by Landlord; or [ii] if, by reason of the nature of such default it cannot be remedied within 30 days, Tenant fails to proceed with reasonable diligence after receipt of the notice to cure the default. The foregoing notice and cure provisions do not apply to any Event of Default otherwise specifically described in any other subsection of §8.1.

(d) [ i] The filing by Tenant, Subtenant or Guarantor of a petition under the Bankruptcy Code or the commencement of a bankruptcy or similar proceeding by Tenant, Subtenant or Guarantor; [ii] the failure by Tenant, Subtenant or Guarantor within ninety (90) days to dismiss an involuntary bankruptcy petition or other commencement of a bankruptcy, reorganization or similar proceeding against such party, or to lift or stay any execution, garnishment or attachment of such consequence as will impair its ability to carry on its operation at the Leased Property; [iii] the entry of an order for relief under the Bankruptcy Code in respect

of Tenant, Subtenant or Guarantor; [iv] any assignment by Tenant, Subtenant or Guarantor for the benefit of its creditors; [v] the entry by Tenant, Subtenant or Guarantor into an agreement of composition with its creditors; [vi] the approval by a court of competent jurisdiction of a petition applicable to Tenant, Subtenant or Guarantor in any proceeding for its reorganization instituted under the provisions of any state or federal bankruptcy, insolvency, or similar laws; [vii] appointment by final order, judgment, or decree of a court of competent jurisdiction of a receiver of a whole or any substantial part of the properties of Tenant, Subtenant or Guarantor (provided such receiver shall not have been removed or discharged within ninety (90) days of the date of his qualification).

(e) [i] Any receiver, administrator, custodian or other person takes possession or control of any of the Leased Property and continues in possession for ninety (90) days; [ii] any writ against any of the Leased Property is not released within ninety (90) days; [iii] any judgment is rendered or proceedings are instituted against the Leased Property, Tenant or Subtenant which affect the Leased Property or any part thereof, which is not dismissed for ninety (90) days (except as otherwise provided in this section); [iv] all or a substantial part of the assets of Tenant, Subtenant or Guarantor are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors; [v] Tenant, Subtenant or Guarantor is enjoined, restrained, or in any way prevented by court order, or any proceeding is filed or commenced seeking to enjoin, restrain or in any way prevent Tenant, Subtenant or Guarantor from conducting all or a substantial part of its business or affairs and such proceeding is not dismissed within ninety (90) days; or [vi] except as otherwise permitted hereunder, a final notice of lien, levy or assessment is filed of record with respect to all or any part of the Leased Property or any property of Tenant or Subtenant located at the Leased Property and is not dismissed, discharged, or bonded-off within 90 days.

(f) Any representation or warranty made by Tenant, Subtenant or Guarantor in this Lease or any other document executed in connection with this Lease (other than any Closing Certificate delivered to Landlord or the Purchase Agreement), any guaranty of or other security for this Lease, or any report, certificate, application, financial statement or other instrument furnished by Tenant, Subtenant or Guarantor pursuant hereto or thereto shall prove to be false, misleading or incorrect in any material respect as of the date made and such misrepresentation [i] was intentional, fraudulent or the result of gross negligence, [ii] conceals an Event of Default hereunder; or [iii] conceals any event or circumstance which, with the giving of notice or the passing of time would constitute an Event of Default hereunder unless (with respect to this clause [iii] only) Tenant cures such event or circumstance within the applicable grace period provided herein after Tenant becomes aware of such incorrect representation or warranty.

(g) Tenant, any Subtenant, any Guarantor, or any Affiliate defaults on any Obligor Group Obligation, and any applicable grace or cure period with respect to such default expires without such default having been cured.

(h) The occurrence of a default under any Material Obligation [i] which is secured by the accounts receivable of Tenant, Subtenant or Guarantor and which continues beyond any applicable notice and cure periods; [ii] which has resulted in the pursuit of remedies by the adverse party thereto following such default and any applicable notice and cure periods;

or [iii] which Tenant fails to notify Landlord of within three Business Days after Tenant’s actual knowledge thereof.

(i) Any Guarantor dissolves, terminates, files a petition in bankruptcy, or is adjudicated insolvent under the Bankruptcy Code or any other insolvency law, or fails to comply with any covenant or requirement of such Guarantor set forth in this Lease, if applicable, or the Guaranty of such Guarantor, subject to all applicable grace periods and cure rights.

(j) The Bed Cap is breached, taking into account any reduction resulting from the loss of a Facility that Tenant closes in its discretion, but excluding any reductions associated with a Facility ceasing to be covered by this Lease pursuant to Article 9 or Article 10 hereof.

(k) An Event of Default occurs under the Term Loan or the Revolving Loan or any replacement thereof, beyond any specified notice and cure periods, but only to the extent provided pursuant to any applicable intercreditor agreement between Landlord and the applicable lender.

8.2 Remedies . Upon the occurrence of an Event of Default under this Lease or any Lease Document, and at any time thereafter until Landlord waives the default in writing or acknowledges cure of the default in writing, at Landlord’s option, without declaration, notice of nonperformance, protest, notice of protest, notice of default, notice to quit or any other notice or demand of any kind, Landlord may exercise any and all rights and remedies provided in this Lease or any Lease Document or otherwise provided under law or in equity, including, without limitation, the right to seek the appointment of a receiver (which proposed appointment Tenant reserves all rights to oppose) and any one or more of the following remedies, in accordance with applicable Legal Requirements:

(a) Landlord may terminate this Lease by written notice to Tenant, exclude Tenant from possession of the Leased Property and use commercially reasonable efforts to lease the Leased Property to others, holding Tenant liable, on a month to month basis, for the difference in the amounts received from such reletting and the amounts payable by Tenant under this Lease; provided , however , to the extent Landlord is unable to relet all or a portion of the Leased Property to others and any such Leased Property continues to be operated, including, without limitation, by Landlord, its Affiliates, designees or nominees or any Person appointed by a governmental or administrative agency, the shortfall payable by Tenant on a monthly basis shall be reduced by the lesser of (i) aggregate fair market rental value of the Leased Property that is operated and (ii) the net revenue realized by Landlord from such operations.

(b) Landlord may, subject to any obligation of Landlord under applicable law to mitigate damages, accelerate all of the unpaid Rent hereunder based on the then current Rent Schedule and Tenant shall be liable for (A) the present value of the aggregate Rent for the unexpired term of this Lease, discounted at an annual rate equal to the then-current U.S. Treasury Note rate for the closest comparable term, less (B) the aggregate fair market rental value of the Leased Property for an equivalent period.

(c) Landlord may, without terminating this Lease, take such action as may be necessary to perform any of Tenant’s obligations hereunder which Tenant is failing to perform

and Tenant shall provide Landlord with reasonable access to the Leased Property to allow Landlord to do so, all at Tenant’s sole cost and expense.

(d) Landlord may have access to and inspect, and examine the books and records and any and all accounts, data and income tax and other returns of Tenant insofar as they pertain to the Leased Property at reasonable times during business hours, following prior written notice to Tenant, and Tenant shall provide copies of any such documents reasonably requested by Landlord.

(e) With respect to the Collateral or any portion thereof and Secured Party’s security interest therein, Secured Party may exercise all of its rights as secured party under Article 9 of the UCC. Secured Party may sell the Collateral by public or private sale upon five days’ notice to Tenant or Subtenant. Tenant and Subtenant agree that a commercially reasonable manner of disposition of the Collateral shall include, without limitation and at the option of Secured Party, a sale of the Collateral, in whole or in part, concurrently with the sale of the Leased Property.

(f) Without waiving any prior or subsequent Event of Default, Landlord may waive any Event of Default or, with or without waiving any Event of Default, remedy any default.

(g) Landlord may terminate its obligation, if any, to make advances for a Development Project or Capital Enhancement Project.

(h) Landlord may, with respect to any Development Project or Capital Enhancement Project, enter and take possession of the Land or any portion thereof and any one or more Facilities without terminating this Lease in order to complete such Development Project or Capital Enhancement Project and perform the obligations of Tenant under the Lease Documents with respect thereto. Without limiting the generality of the foregoing and for the purposes aforesaid, Tenant hereby consents to Landlord’s doing any of the following: [i] use unadvanced funds remaining for any Development Project or Capital Enhancement Project, or to advance funds in excess thereof, as applicable, to complete any Development Project or Capital Enhancement Project; [ii] make changes in the plans and specifications that shall be necessary or desirable to complete any Development Project or Capital Enhancement Project in substantially the manner contemplated by the plans and specifications; [iii] retain or employ new general contractors, subcontractors, architects, engineers, and inspectors as shall be required for said purposes; [iv] pay, settle, or compromise all existing bills and claims, which may be liens or security interests, or to avoid such bills and claims becoming liens against the Facility or security interest against fixtures or equipment, or as may be necessary or desirable for the completion of any Development Project or Capital Enhancement Project; [v] execute all applications and certificates that may be required in connection with any Development Project or Capital Enhancement Project; [vi] do any and every act that Tenant might do in its own behalf, to prosecute and defend all actions or proceedings in connection with any Development Project or Capital Enhancement Project; and [vii] execute, deliver and file all applications and other documents and take any and all actions necessary to transfer the operations of the Facility to Secured Party or Secured Party’s designee.

(i) Landlord shall be entitled, without bond, to seek the entry of temporary and permanent injunctions and orders of specific performance enforcing the provisions of this Lease to compel conduct, as to which no adequate remedy at law may be available or which may cause Landlord irreparable harm, including, without limitation, breaches by Tenant of its obligations under §§15.11 (Cooperation), 21.2 (Subordination), 21.3 (Attornment), 21.4 (Estoppel Certificates) and 23.2 (Additional Documents).

8.3 Right of Setoff . Landlord may, and is hereby authorized to, at any time and from time to time without advance notice to Tenant (any such notice being expressly waived by Tenant), setoff or recoup and apply any and all sums held by Landlord, any indebtedness of Landlord to Tenant, and any claims by Tenant against Landlord, against any obligations of Tenant hereunder and against any claims by Landlord against Tenant, whether or not such obligations or claims are matured and whether or not Landlord has exercised any other remedies hereunder. The rights of Landlord under this section are in addition to any other rights and remedies of Landlord at law or in equity.

8.4 Performance of Tenant’s Covenants . Landlord may perform any obligation of Tenant which Tenant has failed to perform within five days after Landlord has sent a written notice to Tenant informing it of its specific failure. Tenant shall reimburse Landlord on demand, as Additional Rent, for any expenditures thus incurred by Landlord and shall pay interest thereon at the rate for Default Rent set forth herein.

8.5 Late Payment Charge . Tenant acknowledges that any default in the payment of any installment of Rent payable hereunder will result in loss and additional expense to Landlord in servicing any indebtedness of Landlord secured by the Leased Property, handling such delinquent payments, and meeting its other financial obligations, and because such loss and additional expense is extremely difficult and impractical to ascertain, Tenant agrees to pay the amounts provided in this Section 8.5. If Tenant fails to pay in full any installment of Rent when the same is due hereunder, after any notice or cure period provided hereby, Tenant shall pay interest on the amount due but unpaid at the rate of 18.5% per annum from the date such payment was due through the date such amount is paid in full. In addition to the interest payable hereunder, in the event Tenant fails to timely pay Base Rent hereunder more than once in any rolling 24 month period (the date Tenant fails to time pay any installment of Base Rent, a “ Failed Payment Date ”) and, as a result thereof, Landlord delivers a default notice pursuant to Section 8.1(a) hereof more than once in such rolling 24 month period, Tenant shall be required, within ten (10) days of Landlord’s demand therefor, to pay a late charge equal to 10% of the amount of Base Rent Tenant failed to pay on the second Failed Payment Date within any rolling 24 month period as a reasonable estimate of such loss and expenses, unless applicable law requires a lesser charge, in which event the maximum rate permitted by such law may be charged by Landlord. Such additional 10% payment shall not be due in connection with any failed payment of Rent other than Base Rent and shall not be due for the failed payment of Base Rent on any Failed Payment Date other than the second Failed Payment Date within any rolling 24 month period.

8.6 Escrows and Application of Payments . As security for the performance of the Obligor Group Obligations, Tenant hereby assigns to Landlord, in each case to the extent so assignable, all its right, title, and interest in and to all monies escrowed with Landlord under this Lease and deposits with utility companies and insurance companies with respect to the Leased

Property; provided, however, that Landlord shall not exercise its rights hereunder until an Event of Default has occurred. Any payments received by Landlord under any provisions of this Lease during the existence or continuance of an Event of Default shall be applied to the Obligor Group Obligations in the order which Landlord may determine.

8.7 Remedies Cumulative . The remedies of Landlord herein are cumulative to and not in lieu of any other remedies available to Landlord at law or in equity. The use of any one remedy shall not be taken to exclude or waive the right to use any other remedy.

8.8 Waivers . Tenant waives [i] any notice required by statute or other law as a condition to bringing an action for possession of, or eviction from, any of the Leased Property, [ii] any right of re-entry or repossession, [iii] any right to a trial by jury in any action or proceeding arising out of or relating to this Lease, [iv] any objections, defenses, claims or rights with respect to the exercise by Landlord of any rights or remedies, except with respect to compulsory counterclaims, [v] any right of redemption whether pursuant to statute, at law or in equity, [vi] all presentments, demands for performance, notices of nonperformance, protest, notices of protest, notices of dishonor, notices to quit and any other notice or demand of any kind, and [vii] all notices of the existence, creation or incurring of any obligation or advance under this Lease before or after this date.

8.9 Obligations Under the Bankruptcy Code . Upon filing of a petition by or against Tenant under the Bankruptcy Code, Tenant, as debtor and as debtor-in-possession, and any trustee who may be appointed with respect to the assets of or estate in bankruptcy of Tenant, agree to pay monthly in advance on the first day of each month, as reasonable compensation for the use and occupancy of the Leased Property, an amount equal to all Rent due pursuant to this Lease. Included within and in addition to any other conditions or obligations imposed upon Tenant or its successor in the event of the assumption and/or assignment of this Lease are the following: [i] the cure of any monetary defaults and reimbursement of pecuniary loss within not more than five Business Days of assumption and/or assignment; [ii] the deposit of an additional amount equal to not less than three months’ Base Rent, which amount is agreed to be a necessary and appropriate deposit to adequately assure the future performance under this Lease of the Tenant or its assignee; and [iii] the continued use of the Leased Property for the Facility Uses. Nothing herein shall be construed as an agreement by Landlord to any assignment of this Lease or a waiver of Landlord’s right to seek adequate assurance of future performance in addition to that set forth hereinabove in connection with any proposed assumption and/or assignment of this Lease.

ARTICLE 9. DAMAGE AND DESTRUCTION

9.1 Notice Of Casualty . If a Facility shall be destroyed, in whole or in part, or damaged by fire, flood, windstorm or other casualty in excess of $500,000.00 (a “ Casualty ”), Tenant shall give written notice thereof to Landlord within five Business Days after the occurrence of the Casualty. Within thirty (30) days after the occurrence of the Casualty or as soon thereafter as such information is reasonably available to Tenant, Tenant shall provide the following information to Landlord: [i] the date of the Casualty; [ii] the nature of the Casualty; [iii] a description of the damage or destruction caused by the Casualty, including the type of Leased Property damaged and the area of the Improvements damaged; [iv] a preliminary

estimate of the cost to repair, rebuild, restore or replace the Leased Property; [v] a preliminary estimate of the schedule to complete the repair, rebuilding, restoration or replacement of the Leased Property; [vi] a description of the anticipated property insurance claim, including the name of the insurer, the insurance coverage limits, the deductible amount, the expected settlement amount, and the expected settlement date; and [vii] a description of the business interruption claim, including the name of the insurer, the insurance coverage limits, the deductible amount, the expected settlement amount, and the expected settlement date. Within five days after request from Landlord, Tenant will provide Landlord with copies of all correspondence to the insurer and any other information reasonably requested by Landlord relating to the Casualty.

9.2 Substantial Destruction . If any Facility’s Improvements are substantially destroyed at any time, Tenant shall elect, by written notice to Landlord within sixty (60) days after the occurrence of the casualty, to either (a) promptly rebuild and restore such Improvements in accordance with §9.4, or (b) terminate this Lease with respect to the applicable Facility in which event (i) Landlord shall be entitled to any insurance proceeds payable in respect of the casualty, (ii) Base Rent shall be reduced by an amount equal to (A) the insurance proceeds actually received by Landlord in respect of such casualty, multiplied by (B) a fraction, the numerator of which is the Base Rent payable immediately prior to the casualty, and the denominator of which is the Investment Amount for all Facilities, (iii) any Additional Rent hereunder shall be reduced appropriately and (iv) the Investment Amount shall be reduced by the insurance proceeds payable in respect of the casualty. The term “substantially destroyed” means any casualty resulting in the loss of use of an entire Facility or that prevents a Facility from being used by Tenant for the purposes for which it was used immediately before the casualty, in each case for a period that is reasonably expected to last in excess of six (6) months.

9.3 Partial Destruction . If any Facility’s Improvements are not substantially destroyed, then Tenant shall comply with the provisions of §9.4 and the insurance proceeds shall be available to Tenant for such restoration.

9.4 Restoration . Except to the extent Tenant elects to terminate this Lease with respect to the damaged Facility pursuant to §9.2 hereof, Tenant, to the extent permitted by Legal Requirements, shall repair, rebuild, or restore the damaged Leased Property, at Tenant’s expense, so as to make the Leased Property as comparable as reasonably practicable to what existed prior to the Casualty. Before beginning such repairs or rebuilding, or letting any contracts in connection with such repairs or rebuilding, Tenant will submit for Landlord’s approval, which approval Landlord will not unreasonably withhold or delay, plans and specifications meeting the requirements of §16.2 for such repairs or rebuilding. Promptly after receiving Landlord’s approval of the plans and specifications and receiving the proceeds of insurance, Tenant will begin such repairs or rebuilding and will prosecute the repairs and rebuilding to completion with diligence, subject, however, to strikes, lockouts, acts of God, embargoes, governmental restrictions, and other causes beyond Tenant’s reasonable control. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the damaged Leased Property is reoccupied for any purpose. Tenant shall complete such repairs or rebuilding free and clear of mechanic’s or other liens, and in accordance with the building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the repairs or rebuilding, and also in accordance with all requirements

of the insurance rating organization, or similar body. Any remaining proceeds of insurance after such restoration will be Tenant’s property.

9.5 Insufficient Proceeds . If the proceeds of any insurance settlement are not sufficient to pay the costs of Tenant’s repair, rebuilding or restoration under §9.4 in full, Tenant shall bear the cost of any shortfall.

9.6 Not trust funds . Notwithstanding anything herein or at law or equity to the contrary, none of the insurance proceeds paid to landlord as herein provided, if any, shall be deemed trust funds, and landlord shall be entitled to dispose of such proceeds as provided in this article 9. Tenant expressly assumes all risk of loss, including a decrease in the use, enjoyment or value, of the leased property from any casualty whatsoever, whether or not insurable or insured against .

9.7 Landlord’s Inspection . During the progress of such repairs or rebuilding, Landlord and its architects and engineers may, from time to time, inspect the Leased Property and will be furnished, if required by them, with copies of all plans, shop drawings, and specifications relating to such repairs or rebuilding. Tenant will keep all plans, shop drawings, and specifications at the building, and Landlord and its architects and engineers may examine them at all reasonable times. Tenant’s obligations to supply insurance, according to Article 4, will be applicable to any repairs or rebuilding under this section.

9.8 Landlord’s Costs . Tenant shall, within 30 days after receipt of an invoice from landlord, pay the reasonable costs, expenses, and fees of any architect or engineer employed by landlord to review any plans and specifications and to supervise and approve any construction, or for any services rendered by such architect or engineer to landlord as contemplated by any of the provisions of this lease, or for any services performed by landlord’s attorneys in connection therewith.

9.9 No Rent Abatement . Rent will not abate pending the repairs or rebuilding of the Leased Property.

ARTICLE 10. CONDEMNATION

10.1 Total Taking . If, by exercise of the right of eminent domain or by conveyance made in response to the threat of the exercise of such right (“ Taking ”), any entire Facility Property is taken, or so much of any Facility Property is taken that the Facility Property cannot be used by Tenant for the purposes for which it was used immediately before the Taking, then this Lease will end with respect to such Facility Property only on the earlier of the vesting of title to the Facility Property in the condemning authority or the taking of possession of the Facility Property by the condemning authority. Upon such termination, the Investment Amount shall be reduced by the award payable for such Taking less any reasonable and reasonably documented expenses incurred by Landlord in connection with such Taking and the Base Rent for the applicable Facility shall be reduced accordingly. The termination of this Lease as to one Facility Property due to a Taking or Casualty is the result of circumstances beyond the control of Landlord and Tenant and the parties affirm that, except for such specific isolated situation, this Lease is intended to be a single indivisible lease. All damages awarded for such Taking under

the power of eminent domain shall be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value of the leasehold or the fee of the Facility Property.

10.2 Partial Taking . If, after a Taking, so much of a Facility Property remains that the Facility Property can be used for substantially the same purposes for which it was used immediately before the Taking, then [i] this Lease will end as to the part taken on the earlier of the vesting of title to such Leased Property in the condemning authority or the taking of possession of such Leased Property by the condemning authority and the Rent will be adjusted accordingly; [ii] at its cost, Tenant shall restore so much of the Facility Property as remains to a sound architectural unit substantially suitable for the purposes for which it was used immediately before the Taking, using good workmanship and new, first-class materials; [iii] upon completion of the restoration, Landlord will pay Tenant [the lesser of the net award made to Landlord on the account of the Taking (after deducting from the total award, attorneys’, appraisers’, and other fees and costs incurred in connection with the obtaining of the award and amounts paid to the holders of mortgages secured by the Facility Property), or Tenant’s actual out-of-pocket costs of restoring the Facility Property]; and [iv] Landlord shall be entitled to the balance of the net award. The restoration shall be completed in accordance with Article 9 with such provisions deemed to apply to condemnation instead of casualty.

10.3 Condemnation Proceeds Not Trust Funds . Notwithstanding anything in this Lease or at law or equity to the contrary, none of the condemnation award paid to Landlord shall be deemed trust funds, and Landlord shall be entitled to dispose of such proceeds as provided in this Article 10. Tenant expressly assumes all risk of loss, including a decrease in the use, enjoyment, or value, of the Leased Property from any Condemnation.

ARTICLE 11. TENANT’S PROPERTY

11.1 Tenant’s Property . Tenant shall install, place, and use on the Leased Property such fixtures, furniture, equipment, inventory and other personal property in addition to Landlord’s Personal Property as Tenant may, from time to time, deem necessary or useful to operate the Leased Property for its permitted purposes. All such fixtures, furniture, equipment, inventory, and other personal property installed, placed, or used on the Leased Property which is owned by Tenant or leased by Tenant from third parties (including all IT Equipment) is hereinafter referred to as “ Tenant’s Property ”.

11.2 Requirements for Tenant’s Property . Tenant shall comply with all of the following requirements in connection with Tenant’s Property:

(a) Tenant shall, at Tenant’s sole cost and expense, maintain, repair, and, to the extent required, replace Tenant’s Property.

(b) Tenant shall pay all taxes applicable to Tenant’s Property.

(c) If Tenant’s Property is damaged or destroyed by fire or any other cause, to the extent required to satisfy its performance obligations under this Lease, Tenant shall promptly repair or replace Tenant’s Property unless this Lease is terminated with respect to the applicable Facility pursuant to Article 9 or Article 10.

(d) Unless an Event of Default or any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default has occurred, Tenant may remove Tenant’s Property from the Leased Property from time to time provided that [i] the items removed are not required to satisfy its performance obligations under this Lease (unless such items are being replaced by Tenant); and [ii] Tenant repairs any damage to the Leased Property resulting from the removal of Tenant’s Property.

(e) Except to the extent the same were installed to replace items of Landlord’s Personal Property which were removed by Tenant, Tenant’s Property shall remain owned by Tenant at the expiration or termination of this Lease and Tenant may, at Tenant’s option, remove all or such portion of Tenant’s Property as Tenant determines upon the termination or expiration of this Lease provided Tenant repairs any damage to the Leased Property resulting from the removal of Tenant’s Property. If Tenant fails to remove Tenant’s Property within 30 days after delivery of possession of the Leased Property to Landlord, then Tenant shall be deemed to have abandoned Tenant’s Property, Tenant’s Property shall become the property of Landlord, and Landlord may remove, store and dispose of Tenant’s Property. In such event, Tenant shall have no claim or right against Landlord for such property or the value thereof regardless of the disposition thereof by Landlord. Tenant shall pay Landlord, upon demand, all expenses incurred by Landlord in removing, storing, and disposing of Tenant’s Property and repairing any damage caused by such removal. Tenant’s obligations hereunder shall survive the termination or expiration of this Lease.

ARTICLE 12. RENEWAL OPTION

12.1 Renewal Option . Tenant has the option to renew (“Renewal Option”) this Lease for one renewal term (“Renewal Term”). If the Renewal Option is exercised, the Renewal Term shall commence on the day after the last day of the Initial Term and shall expire at 12:00 Midnight Eastern Time on December 31, 2043. Tenant can exercise the Renewal Option only upon satisfaction of the following conditions:

(a) There shall be no uncured Event of Default at the time Tenant exercises its Renewal Option nor on the date the Renewal Term is to commence.

(b) Tenant shall give Landlord irrevocable written notice of renewal no later than the date which is two years prior to the expiration date of the then current Term.

12.2 Effect of Renewal . The following terms and conditions will be applicable if Tenant renews the Lease:

(a) Effective Date . The effective date of any Renewal Term will be the first day after the expiration date of the then current Term. The first day of the Renewal Term is also referred to as the Renewal Date.

(b) Rent Adjustment . Base Rent in the Renewal Term will be adjusted as set forth in Schedule 1 hereof.

(c) Other Terms and Conditions . Except for the modifications set forth in this §12.2, all other terms and conditions of the Lease will remain the same for the Renewal Term.

ARTICLE 13. REPRESENTATIONS AND WARRANTIES

13.1 Tenant’s Representations . Tenant represents and warrants to Landlord as follows:

13.1.1 Tenant is a limited liability company duly organized, validly existing and in good standing under the laws of its Organization State. Tenant is duly qualified to transact business as a foreign entity and is in good standing in each Facility State. Tenant has full organizational power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted.

13.1.2 Each Subtenant is a limited liability company duly organized, validly existing and in good standing under the laws of its Organization State. To the extent such Subtenant’s Organization State is not the applicable Facility State, each Subtenant is duly qualified to transact business as a foreign entity and is in good standing in the applicable Facility State. Each Subtenant has full organizational power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted.

13.1.3 Each of Tenant and each Subtenant has all requisite power and authority to execute and deliver this Lease and to perform its obligations hereunder. The execution and delivery of this Lease and the consummation of the transactions contemplated hereby have been duly authorized and approved by the governing bodies and the members or partners, as applicable, of Tenant and each Subtenant. This Lease has been duly authorized, executed and delivered by Tenant and each Subtenant and (assuming the valid authorization, execution and delivery of this Lease by Landlord) is a legal, valid and binding obligation of Tenant and each Subtenant, enforceable in accordance with its terms subject to the effect of (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application relating to the relief of debtors or relating to or affecting creditors’ rights, and (b) general principles of equity and rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

13.1.4 Neither the execution and delivery of this Lease by Tenant or Subtenant, nor the consummation of any of the transactions contemplated hereby by Tenant or Subtenant, nor the compliance with or fulfillment of the terms, conditions or provisions hereof, will conflict with, result in a breach or violation by Tenant or Subtenant of the terms, conditions or provisions of, or constitute a default by Tenant or Subtenant under, [i] the organizational or governing documents of Tenant or Subtenant, [ii] any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Tenant or any Subtenant is a party or by which Tenant or Subtenant is bound, [iii] any court order to which Tenant or Subtenant is a party or by which any of their respective assets or businesses are subject or by which they are bound or [iv] any Legal Requirement, except, in the case of clause [ii] or [iv], for any such breaches, violations, defaults or events that, when

considered together, would not reasonably be expected to adversely affect Tenant or Subtenant in any material respect.

13.2 Landlord’s Representations . Landlord represents and warrants to Tenant as follows :

13.2.1 Landlord is a limited liability company duly organized, validly existing and in good standing under the laws of its Organization State. Landlord has full organizational power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted.

13.2.2 Landlord has all requisite power and authority to execute and deliver this Lease and to perform its obligations hereunder. The execution and delivery of this Lease and the consummation of the transactions contemplated hereby have been duly authorized and approved by the governing bodies and the members or partners, as applicable, of Landlord. This Lease has been duly authorized, executed and delivered by Landlord and (assuming the valid authorization, execution and delivery of this Lease by Tenant and Subtenant) is a legal, valid and binding obligation of Landlord, enforceable in accordance with its terms subject to the effect of (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application relating to the relief of debtors or relating to or affecting creditors’ rights, and (b) general principles of equity and rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

13.2.3 Neither the execution and delivery of this Lease by Landlord, nor the consummation of any of the transactions contemplated hereby by Landlord, nor the compliance with or fulfillment of the terms, conditions or provisions hereof, will conflict with, result in a breach or violation by Landlord of the terms, conditions or provisions of, or constitute a default by Landlord under, [i] the organizational or governing documents of Landlord, [ii] any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Landlord is a party or by which Landlord is bound, [iii] any court order to which Landlord is a party or by which any of its assets or businesses are subject or by which they are bound or [iv] any Legal Requirement, except, in the case of clause [ii] or [iv], for any such breaches, violations, defaults or events that, when considered together, would not reasonably be expected to adversely affect Landlord in any material respect.

ARTICLE 14. NEGATIVE COVENANTS

Until the Obligor Group Obligations shall have been performed in full, Tenant and Subtenant covenant and agree that Tenant and Subtenant shall not do or suffer any of the following without the prior written consent of Landlord:

14.1 No Debt . Tenant and Subtenant shall not create, incur, assume, or permit to exist any indebtedness other than [i] trade debt incurred in the ordinary course of business; [ii] indebtedness for Facility working capital purposes, to the extent secured principally by Tenant’s and Subtenant’s accounts receivable; [iii] indebtedness that is secured by any Permitted Lien; [iv] indebtedness for equipment and vehicle leases provided that any lien or encumbrance

related thereto constitutes a Permitted Lien hereunder; or [v] indebtedness from capital lease obligations. Company shall not create, incur, assume, or permit to exist any indebtedness that would result in a violation of the obligation to maintain [a] a minimum Net Worth pursuant to Exhibit U hereof or [ii] a maximum Leverage Ratio pursuant to Exhibit U hereof. Upon Company’s or Tenant’s request, Landlord shall enter into reasonable intercreditor agreements with Company’s or Tenant’s lender(s).

14.2 No Liens . Tenant and Subtenant shall not create, incur, or permit to exist any lien, charge, encumbrance, easement or restriction upon [i] the Leased Property (subject to Tenant’s and Subtenant’s rights to release certain liens pursuant to §7.3 hereof), Tenant’s Property, the Collateral, or any of Company’s, Tenant’s or Subtenant’s deposit accounts [as “deposit account” is defined for purposes of Article 9 of the UCC]), or [ii] any lien upon or pledge of any interest in Company, Tenant or Subtenant which, if enforced, would result in a Restricted Transfer or Change of Control, except, in either case, for Permitted Liens.

14.3 No Transfer . GEN, Company, Tenant and Subtenant and their Affiliates shall not effectuate a Restricted Transfer without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole discretion.

14.4 No Guaranties . Tenant and Subtenant shall not create, incur, assume, or permit to exist any guarantee by Tenant or any Subtenant of any loan or other indebtedness except the endorsement of negotiable instruments for collection in the ordinary course of business

14.5 Affiliate Contracts . Any contract entered into by Company, Tenant or Subtenant with any Affiliate of any of them shall be an arm’s length contract for fair market value and, to the extent any such contract provides for annual payments with respect to all applicable Facilities in the aggregate in excess of $500,000, the same shall be disclosed to Landlord in advance.

14.6 Subordination of Payments to Affiliates . (a) Except as provided in Section 14.6(b) below, none of Company, Tenant, GEN, Subtenant or Manager (if applicable), during any pendency of an Event of Default or during any period in which, Company and GEN have failed to provide the Landlord Parties with pro forma financial statements (i) the form of which are reasonably approved by the Landlord Parties; (ii) which take into account all projected cash inflows and outflows of Company and GEN during the succeeding twelve (12) months including, without limitation, any mandatory prepayments reasonably anticipated to be made, as required pursuant to the Term Loan or Revolving Loan; and (iii) indicate that Company and GEN will maintain at all times during the applicable period Liquidity of at least Seventy Five Million Dollars ($75,000,000) in excess of the minimum Liquidity required by the applicable covenant, shall make any payments (including, without limitation, payment of salary, bonuses, fees, management fees or lease payments) or distributions, payments of principal or interest, dividends, liquidating distributions, or cash flow distributions to Company, Tenant, GEN, Subtenant, Manager (if applicable), any Affiliate of Company, GEN, Tenant, Subtenant, or Manager, or any shareholder, member or partner of the Company, GEN, Tenant, Subtenant or Manager (if applicable) or any of their Affiliates (a “ Distribution ”).

(b) Notwithstanding anything to the contrary in Section 14.6(a), in no event shall Section 14.6(a) restrict or prevent:

(i) Company, GEN, Tenant or Subtenant (if applicable) from paying any (A) operating expenses (consistent with past practice), (B) employee related expenses, including salaries or bonuses (consistent with past practice), (C) to the extent not otherwise restricted under this Lease, rental payments, including, without limitation, Base Rent and Additional Rent, (D) distributions to fund tax liabilities of any Genesis Member that accrue as a result of the combined operations of GEN and Company and (E) distributions to Affiliates or subsidiaries of Company or GEN to the extent required to pay indebtedness for borrowed money of GEN, Company or any of their respective subsidiaries (provided any distributions from GEN will be limited to tax distributions); or

(ii) Company or GEN (during any period described in §14.6(a)) from paying any (A) management and consulting fees to Affiliates (consistent with past practice), or (B) distributions to its members solely to fund tax liabilities of such members accrued as a result of the operations of Company or GEN, if and only if, at the time of such distribution, no Events of Default (including Events of Default triggered by non-compliance with Exhibit U hereof, if the terms thereof are instead in effect) is continuing or would result from any such distributions.

14.7 Anti-Terrorism Laws . None of Company, Tenant, Subtenant nor Manager nor any Affiliate is now, or shall be at any time hereafter, a Blocked Person, whether such restriction arises under United States law, regulation, executive orders and OFAC Lists, and neither Tenant nor any Affiliate is engaged, or shall engage, in any dealings or transactions with, or shall otherwise be associated with, any Blocked Person. Company, Tenant and Subtenant shall not at any time be in violation of any laws or regulations relating to terrorism, money laundering or similar activities, including, without limitation, Anti-Terrorism Laws.

14.8 Anti-Corruption Laws . Each of Tenant and Subtenant covenants and agrees that neither it nor any of its Affiliates has, and covenants and agrees that it will not, and will not allow its Affiliates to, in connection with the transactions contemplated by this Lease or in connection with any other business transactions involving Landlord or HCN, authorize, make, offer, promise to make, request, agree to accept, or accept, any payment or transfer anything of value, directly or indirectly, [i] to secure an improper advantage or illegitimate or unjust benefit, or to influence a person to misuse his or her position or [ii] that is otherwise illegal under any applicable Anti-Corruption Laws. It is the intent of the parties hereto that no payment or transfer of value shall be made which has the purpose or effect of public or commercial bribery; acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business; securing an improper advantage or illegitimate or unjust benefit; or influencing a person to misuse his or her position.

ARTICLE 15. AFFIRMATIVE COVENANTS

15.1 Perform Obligations . Company, Tenant and Subtenant shall each perform all of its obligations under this Lease, the Government Authorizations and all Legal Requirements.

15.2 Proceedings to Enjoin or Prevent Construction . If any proceedings are filed seeking to enjoin or otherwise prevent or declare invalid or unlawful Tenant’s construction, occupancy, maintenance, or operation of the Facility or any portion thereof, Tenant will cause such proceedings to be contested in a commercially reasonable manner, and, in the event of an adverse ruling or decision, prosecute appeals therefrom (if appropriate) in a commercially reasonable manner, and will, without limiting the generality of the foregoing, resist the entry or seek the stay of any temporary or permanent injunction that may be entered, and use its commercially reasonable efforts to bring about a favorable and speedy disposition of all such proceedings and any other proceedings.

15.3 Documents and Information .

15.3.1 Furnish Documents . Company and Tenant shall deliver to Landlord all documents, reports, schedules and copies described on Exhibit E within the specified time periods and in electronic format via the email address reporting@hcreit.com . Landlord may change the email address at any time by giving the other party notice of such change. Landlord may exhibit or furnish any document delivered to Landlord, including unaudited Facility Financial Statements, licensure reports, financial and property due diligence materials and other documents, materials and information relating to the Facilities, the Annual Financial Statements, Periodic Financial Statements, Annual Facility Budget, Annual Budget and all other documents, reports, schedules and copies described on Exhibit E or copies thereof, or any other document relating to any of them, for the purpose of evaluating or negotiating a potential transaction with or for Landlord (other than as to [ii] below), [i] to any potential transferee of the Lease or the Leased Property, [ii] to any governmental or regulatory authority in connection with any legal, administrative or regulatory proceedings requiring disclosure, [iii] to any proposed creditor in connection with the financing of the Leased Property, [iv] to Landlord’s attorneys, auditors and underwriters, and [v] to any other person or entity for which there is a legitimate business purpose for such disclosure. Landlord shall direct such other parties to (A) keep the material confidential, and (B) not disclose or reveal the material to any person in any manner whatsoever without Tenant’s prior written consent, except as may be required by applicable Legal Requirements.

15.3.2 Furnish Information . Company, Tenant and each Subtenant shall [i] promptly supply Landlord with such information concerning its financial condition, affairs and property, as Landlord may reasonably request from time to time hereafter, including copies of documents reasonably requested by Landlord; [ii] promptly notify Landlord in writing of any condition or event that constitutes a breach or event of default of any term, condition, warranty, representation, or provisions of this Lease and of any material adverse change in its financial condition; [iii] maintain a standard and modern system of accounting; [iv] permit Landlord or any of its agent or representatives to have access to and to examine all of its books and records regarding the financial condition of the Facilities at reasonable times hereafter during business hours and after not less than five (5) Business Days prior written notice provided such parties are accompanied by a representative of Tenant and comply with all Legal Requirements and rules and regulations reasonably established by Tenant; and [v] make provisions to set-up and implement quarterly variance meetings attended in person or via telephonic conference with Landlord upon Landlord’s request.

15.3.3 Further Assurances and Information . Tenant shall, on request of Landlord from time to time, execute, deliver, and furnish documents as may be necessary to fully consummate the transactions contemplated under this Lease. Within 15 days after a request from Landlord, Tenant and each Subtenant shall provide to Landlord such additional information regarding Tenant, Tenant’s financial condition, Subtenant, each Subtenant’s financial condition or the Facility as Landlord, or any existing or proposed creditor of Landlord, or any auditor or underwriter of Landlord, may require from time to time, including, without limitation, a current Tenant’s Financial Certification in the form of Exhibit F.

15.3.4 Material Communications .

15.3.4.1 Litigation or Government Investigations . Other than with respect to any licensure, certification and survey matters (which shall be covered by Section 15.3.4.2 below), Tenant or Subtenant, as applicable, shall notify Landlord in writing within five (5) Business Days after Tenant or any Subtenant has knowledge of any potential, threatened or existing material litigation or material proceeding against, or government investigation of, Tenant, Subtenant, Guarantor, or a Facility that is reasonably likely to materially adversely affect Guarantor or Tenant taken as a whole; the right to operate a Facility; Landlord’s title to any Facility; or Tenant’s or Subtenant’s interest therein.

15.3.4.2 Licensure and Certification Inspections .

(a) Tenant and each Subtenant, as applicable, shall, on a monthly basis, on or before the tenth (10th) day of each month, provide Landlord with a written summary (which may be delivered by granting Landlord with electronic access) of all Facility inspections with respect to health care licensure or certification which occurred during the preceding month for which the Facility has received a written report; and

(b) Tenant and each Subtenant, as applicable, shall notify Landlord in writing (which may be delivered by granting Landlord with electronic access), within five (5) Business Days after notice or receipt thereof, of the existence of any Material Deficiency or an imposition of a civil monetary penalty (CMP) with respect to any one survey of a Facility of greater than $150,000, and shall provide Landlord (which may be provided by granting Landlord with electronic access), to the extent available, copies of each of the material reports, notices and correspondence related thereto.

15.3.4.3 Landlord Inquiries . Tenant or Subtenant, as applicable, will promptly respond to Landlord’s reasonable inquiries with respect to the information to be provided to Landlord pursuant to this Section 15.3.4.

15.3.5 Requirements for Financial Statements . Tenant shall meet the following requirements in connection with the preparation of the financial statements: [i] all audited financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied; [ii] all unaudited financial statements shall be prepared in a manner substantially consistent with prior audited and unaudited financial statements prepared by Tenant and submitted to Landlord; [iii] all financial statements shall fairly present the financial condition and performance for the relevant period in all material

respects; [iv] the financial statements shall include all notes to the financial statements; [v] a copy of all management letters and a complete schedule of contingent liabilities and transactions with Affiliates shall be provided by management; [vi] in the event the audited financial statements do not include an unqualified opinion, Company shall provide to Landlord, within thirty (30) days after the delivery of the audited financial statements to Landlord, a written plan illustrating its planned actions necessary to remedy the qualifications identified in the auditor’s opinion, which plan must be implemented prior to the issuance of the next annual audit so that such next audit contains an unqualified opinion and [vii] the audited financial statements shall be prepared in accordance with GAAP requirements by a nationally or regionally recognized independent certified public accountant subject to approval by Landlord, which shall not be unreasonably withheld.

15.4 Compliance With Laws . Tenant and each Subtenant shall comply with all Legal Requirements and keep all Government Authorizations in full force and effect. Tenant and each Subtenant shall pay when due all taxes and governmental charges of every kind and nature that are assessed or imposed upon Tenant and each Subtenant, respectively, at any time during the term of the Lease, including, without limitation, all income, franchise, capital stock, property, sales and use, business, intangible, employee withholding, and all taxes and charges relating to Tenant’s and each Subtenant’s respective business and operations. Tenant and each Subtenant shall be solely responsible for compliance with all Legal Requirements, including the ADA, and Landlord shall have no responsibility for such compliance. Notwithstanding anything to the contrary herein, throughout the Term, Landlord shall use commercially reasonable efforts to comply with those Legal Requirements, as applicable to Landlord, as required to maintain all Government Authorizations and shall cooperate with Tenant as reasonably requested if and when Landlord’s cooperation is necessary to maintain Government Authorizations.

15.5 Broker’s Commission . Landlord and Tenant each represent to the other that it has dealt with no Broker in connection with the execution of this Lease. Landlord shall indemnify and hold Tenant harmless from and against any claims made by a broker who alleges to have dealt with Landlord. Tenant shall indemnify and hold Landlord harmless from and against any claims made by a broker who alleges to have dealt with Tenant.

15.6 Existence . For so long as such party is a party to this Lease or a Facility Sublease, Tenant and each Subtenant shall maintain its existence throughout the term of this Lease. Company shall maintain its existence throughout the term of this Lease.

15.7 Financial Covenants . Tenant shall conform with the financial covenants set forth in Exhibit U hereto throughout the term of this Lease:

15.8 Survey Deficiencies . Tenant and each Subtenant, as applicable, shall diligently pursue correction of all survey deficiencies and violations identified by CMS or the applicable state survey agency.

15.9 Transfer of License and Facility Operations . If this Lease is terminated due to expiration of the Term, pursuant to an Event of Default or for any reason other than Tenant’s purchase of the Leased

Property, or if Tenant or Subtenant vacates the Leased Property (or any part thereof) without termination of this Lease (as applicable), the following provisions shall be immediately effective as to the applicable portion of the Leased Property:

15.9.1 Licensure . Subject to §15.9.2 and applicable law, Tenant and each Subtenant shall execute, deliver and file all documents and statements reasonably requested by Landlord to effect the transfer of the Facility licenses and Government Authorizations to a replacement operator designated by Landlord (“ Replacement Operator ”), subject to any required approval of governmental regulatory authorities, and Tenant and each Subtenant shall provide to Landlord all information and records reasonably required by Landlord in connection with the transfer of the license and Government Authorizations.

15.9.2 Facility Operations .

(a) In order to facilitate a responsible and efficient transfer of the operations of the Facilities, Tenant and Subtenant shall, if and to the extent requested by Landlord and subject to all applicable law, [i] deliver to Landlord the most recent updated reports, notices, schedules and documents listed in Exhibit E; and [ii] provide reasonable access for Landlord and its agents to show the Facilities to potential Replacement Operators.

(b) If, upon the expiration or termination of this Lease, neither Landlord nor any other Person assumes operational responsibility for the Facilities, Tenant shall, pursuant to a commercially reasonable management agreement or similar arrangement on commercially reasonable terms to be determined by Tenant and Landlord in good faith (subject to clause (C), below, continue to operate the Facilities in the ordinary course of business and consistent with applicable laws and regulations, until the date of transfer of the Facility operations to the Replacement Operator or such other party as may be designated by a governmental or regulatory authority is completed; provided , however , that during such period (A) Tenant shall have no obligation to pay any Rent, including, without limitation, Base Rent and Additional Rent, (B) Landlord shall be responsible for the operating shortfalls of the Facilities and shall receive the benefit of all revenue generated by the Facilities, and (C) Tenant shall be entitled to receive a management fee for such services equal to up to 5% of applicable Facility revenues; provided, further, however, to the extent Landlord fails to identify a Person to assume operational responsibility within six (6) months after the termination or expiration of this Lease, or any such identified Person does not obtain all approvals necessary to operate the Facilities pursuant to all Legal Requirements within twelve (12) months after the termination or expiration of this Lease, Tenant, at Landlord’s sole cost and expense and without any liability to Landlord, may, but shall not be obligated to, either (x) request that the appropriate regulatory authorities assume operational and financial responsibility for the Facilities or (y) proceed to close the Facilities and relocate the residents thereof.

(c) If, upon the expiration or termination of this Lease, a Replacement Operator is ready, willing and able, and has been approved by all Governmental Authorities, to commence operating the Facilities and Tenant fails to transition the operations to such Replacement Operator, the provisions of Article 19 shall apply.

15.9.3 IT Equipment . Tenant shall permit Landlord to utilize the IT Equipment for a period of 180 days after termination or expiration of the Lease.

15.10 Bed Operating Rights . Tenant and Subtenant acknowledge and agree that the rights to operate the beds located at the Facilities as long term care beds under the law of the applicable Facility State affect the value of the Leased Property. Tenant and Subtenant agree to meet the Bed Licensing Requirements.

15.11 Cooperation . Effective upon [i] the occurrence and during the continuance of an Event of Default, or [ii] termination of this Lease for any reason other than Tenant’s purchase of the Leased Property, Tenant and Subtenant hereby agree, upon request of Landlord, to execute, deliver and file all applications and any and all other necessary documents and statements to effect the issuance, transfer, reinstatement, renewal and/or extension of the Facility license and all Governmental Authorizations issued to Tenant and Subtenant or applied for by Tenant and Subtenant in connection with Tenant’s and Subtenant’s operation of the Facility, to permit any designee of Landlord or any other transferee to operate the Facility under the Governmental Authorizations, and to do any and all other acts incidental to any of the foregoing.

15.12 Project Submissions . Tenant shall submit certain future projects to Landlord as provided in Exhibit T.

15.13 Information and Images . Tenant grants to Landlord and Landlord’s Affiliates the perpetual, irrevocable, worldwide right and license to reproduce, use, prepare derivative works based upon, publish, distribute, and display, by any means and in any media, information describing, and photographic or other images depicting, the Leased Property and Facilities (but not the names of the Facilities or Tenant), units, rooms, amenities and special features and the Land, Improvements and Personal Property (the “ Information and Images ”), subject to any commercially reasonable restrictions established by Tenant to protect resident confidentiality of which Landlord receives written notice. Without limiting the foregoing, such Information and Images may be reproduced, used, published, distributed, and displayed by Landlord and Landlord’s Affiliates in any promotional or marketing materials, advertisements, reports, or web sites. Tenant expressly waives and releases [i] any right to receive compensation for such reproduction, use, publication, distribution, or display; [ii] any right to inspect or approve such Information and Images prior to such reproduction, use, publication, distribution, or display; or [iii] any rights under any copyright, patent, trademark, or similar statute or regulation with respect to such use, publication, distribution or display.

15.14 Compliance with Anti-Terrorism Laws . Tenant shall immediately notify Landlord if Tenant has knowledge that Tenant or any Affiliate becomes a Blocked Person or is otherwise listed on any OFAC List or [i] is convicted with respect to, [ii] pleads nolo contendere to, [iii] is indicted with respect to, or [iv] is arraigned and held over on charges involving, money laundering, predicate crimes to money laundering or any Anti-Terrorism Law. None of Tenant, Subtenant, Guarantors, Manager or any Affiliate will, directly or indirectly, [a] conduct any business, or engage in any transaction or dealing, with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or

services to or for the benefit of any Blocked Person, [b] deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or [c] engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. In addition, Tenant hereby agrees to provide Landlord with any additional information that Landlord deems necessary from time to time in order to ensure compliance with the Anti-Terrorism Laws.

15.15 Change of Location or Name . Tenant and Subtenant shall promptly notify Landlord of the change any of the following: [i] the location of the principal place of business or chief executive office of Tenant or Subtenant, or any office where any of Tenant’s or Subtenant’s books and records are maintained; [ii] the name under which Tenant or Subtenant conducts any of its business or operations; or [iii] the state of organization of Tenant or Subtenant.

15.16 Compliance with Anti-Corruption Laws .

15.16.1 Tenant agrees that, should it learn or have reason to know of: [i] any payment, offer, or agreement to make a payment by Tenant or any Affiliate to a “Government Related Person” as defined in the Anti-Corruption Laws (including, without limitation: [a] any elected or appointed government official, member of the armed forces, or member of a royal family; [b] any officer or employee of a government or any department, agency, or instrumentality of a government; [c] any person acting in an official capacity for or on behalf of a government or any department, agency, or instrumentality of a government; [d] any officer or employee of a company or business owned or controlled in whole or part, directly or indirectly, by a government; [e] any officer or employee of a public international organization, such as the World Bank or the United Nations; [f] any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; [g] any candidate for political office; and/or [h] the spouse or immediate family member of any of the above ) for the purpose of obtaining or retaining business, securing any improper advantage, or influencing a person to misuse his or her position, [ii] any other payment, offer, agreement to make or receive, or receipt of a payment by Tenant or any Affiliate that would constitute a violation of applicable Anti-Corruption Laws; or [iii] any other development during the Term that in any way makes inaccurate or incomplete the representations, warranties and certifications of Tenant hereunder given or made as of the Effective Date or at any time during the Term, Tenant will immediately advise Landlord in writing of such knowledge or suspicion and the entire basis known to Tenant therefor.

15.16.2 Upon a good faith basis and written notification to Tenant, Landlord, at Landlord’s expense, may conduct an investigation and audit of Tenant’s books, records and accounts to verify compliance with §§ 14.7, 14.8, 15.14 and 15.16. Tenant agrees to cooperate fully with such investigation, the scope, method, nature and duration of which shall be at the reasonable discretion of Landlord. Tenant agrees that it will provide annually to Landlord the Anti-Corruption and Anti-Terrorism Certificate , with such certificate to be delivered with the Annual Financial Statements in accordance with § 15.3.1.

ARTICLE 16. ALTERATIONS, CAPITAL IMPROVEMENTS, AND SIGNS

16.1 Prohibition on Restricted Alterations . Tenant shall not make any Restricted Alterations to the Leased Property without Landlord’s prior written consent.

16.2 Approval of Restricted Alterations . If Tenant desires to perform Restricted Alterations, Tenant shall deliver to Landlord plans, specifications, drawings, and such other information, if any, as may be reasonably requested by Landlord (collectively the “ Plans and Specifications ”) showing in reasonable detail the scope and nature of the Restricted Alterations that Tenant desires to perform. It is the intent of the parties hereto that the level of detail shall be comparable to that which is referred to in the architectural profession as “design development drawings” as opposed to working or biddable drawings. Landlord agrees not to unreasonably delay its review of the Plans and Specifications. Tenant shall comply with the requirements of §16.4 in making any Restricted Alterations.

16.3 [Intentionally Omitted].

16.4 Requirements for Alterations . Tenant shall comply with all of the following requirements in connection with any Alterations:

(a) The Alterations shall be made in accordance with the approved Plans and Specifications (if any).

(b) The Alterations and the installation thereof shall comply with all applicable legal requirements and insurance requirements.

(c) The Alterations shall be done in a good and workmanlike manner, shall not impair the value or the structural integrity of the Leased Property, and shall be free and clear of all mechanic’s liens.

(d) For any Alterations having a total cost of $4,000,000.00 or more, which $4,000,000 shall be increased annually on each anniversary of the Original Effective Date in proportion to increases in the CPI, Tenant shall deliver to Landlord a payment and performance bond, with a surety acceptable to Landlord, in an amount equal to the estimated cost of the Permitted Alterations, guaranteeing the completion of the work free and clear of liens and in accordance with the approved Plans and Specifications, and naming Landlord and any mortgagee of Landlord as joint obligees on such bond.

(e) Tenant shall, at Tenant’s expense, obtain a builder’s completed value risk policy of insurance complying with the provisions of Article 4 hereof with respect to builder’s risk insurance.

(f) Tenant shall, not later than 60 days after completion of the Alterations, deliver to Landlord a revised “as-built” survey of the respective Facility if the Alterations altered the Land or “footprint” of the Improvements and an “as-built” set of Plans and Specifications for the Alterations to the extent Tenant obtains such “as built” Plans and Specifications.

(g) Tenant shall, not later than 30 days after Landlord sends an invoice, reimburse Landlord for any reasonable costs and expenses, including attorneys’ fees and architects’ and engineers’ fees, incurred in connection with reviewing and approving the Plans and Specifications to the extent anticipated hereby and ensuring Tenant’s compliance with the requirements of this section. The daily fee for Landlord’s consulting engineer is $750.00.

(h) Each Subtenant is a limited liability company duly organized, validly existing and in good standing under the laws of its Organization State. To the extent such Subtenant’s Organization State is not the applicable Facility State, each Subtenant is duly qualified to transact business as a foreign entity and is in good standing in the applicable Facility State. Each Subtenant has full organizational power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted.

16.5 Ownership and Removal of Alterations . The Alterations shall become a part of the Leased Property, owned by Landlord, and leased to Tenant subject to the terms and conditions of this Lease. In no event shall the Base Rent hereunder be increased as a result of the performance of any Alteration. Tenant shall not be required or permitted to remove any Alterations.

16.6 Minimum Qualified Capital Expenditures . During each calendar year of the Term, Tenant shall expend or escrow an average of at least $1,153.00 per bed for Qualified Capital Expenditures to improve the Facilities ( provided that as to any Facility with respect to which a certificate of occupancy has not been outstanding for at least a year, the minimum Qualified Capital Expenditures required by this section shall be waived until the calendar year immediately following the year in which such certificate of occupancy is issued). Thereafter throughout the Term, Tenant shall expend or escrow such minimum amount each calendar year, increased annually on each anniversary of the Original Effective Date in proportion to increases in the CPI. Within 60 days after the end of each fiscal year, Tenant shall deliver to Landlord a certificate in the form of Exhibit G listing the Qualified Capital Expenditures made in the prior year. If the entire minimum amount was not expended in such year, the certificate will include certification that the balance of the current minimum amount has been deposited in a reserve account to be used solely for Qualified Capital Expenditures for the Facilities. At least annually, at the request of Landlord, Landlord and Tenant shall review capital expenditures budgets and discuss possible modifications to the Leased Property; provided that Tenant shall not be required by the terms of this sentence to implement any such modifications. Tenant shall be required to complete the capital expenditure projects described on Exhibit O within the time periods specified thereon and all amounts incurred by Tenant in connection therewith shall comprise Qualified Capital Expenditures, and count towards the $1,153 average per bed required to be spent per year pursuant to this §16.6.

16.7 Signs . Tenant may, at its own expense, erect and maintain identification signs at the Leased Property, provided such signs comply with all laws, ordinances, and regulations. Upon the termination or expiration of this Lease, Tenant shall, within 30 days after notice from Landlord, remove the signs and restore the Leased Property to its original condition.

ARTICLE 17. OPTION TO PURCHASE

Tenant has the option to purchase certain of the Leased Property as set forth in Exhibit V hereto.

ARTICLE 18. ASSIGNMENT AND SALE OF LEASED PROPERTY

18.1 Prohibition on Assignment and Subletting . Except as provided below, Landlord’s consent shall not be required for any Permitted Transfer. Landlord’s prior written consent shall be required for each Restricted Transfer, which consent Landlord may withhold in its sole and absolute discretion. A Restricted Transfer without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one Restricted Transfer will not waive the requirement of its consent to any subsequent Restricted Transfer. Tenant may enter into a Facility Sublease with each Subtenant for each Facility provided that each Facility Sublease complies with §18.2. None of GEN, Tenant or any of their respective subsidiaries will issue equity to any Publicly Listed Entity that is a real estate investment trust for United States income tax purposes and invested in skilled nursing, post-acute care, assisted living, medical or other healthcare facilities (other than HCN) without the consent of HCN (other than in connection with a registered underwritten public offering of equity by GEN or any other Publicly Listed Entity).

18.2 Requests for Landlord’s Consent to Certain Restricted Transfers . If Tenant is required to obtain Landlord’s consent to a specific Restricted Transfer constituting an assignment, sublease or management agreement under this Lease or similar arrangement, Tenant shall give Landlord [i] the name and address of the proposed assignee, subtenant or manager; [ii] a copy of the documentation implementing the proposed Restricted Transfer; [iii] reasonably satisfactory information about the nature, business and business history of the proposed assignee, subtenant, or manager and its proposed use of the Leased Property or portion thereof; and [iv] banking, financial, and other credit information, and references about the proposed assignee, subtenant or manager sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee, subtenant or manager. Any such Restricted Transfer shall be consummated pursuant to an agreement that shall contain provisions to the effect that [a] such agreement of Transfer is subject and subordinate to all of the terms and provisions of this Lease and to the rights of Landlord and that the assignee, subtenant or manager shall comply with all applicable provisions of this Lease; [b] such agreement of Transfer may not be modified without the prior written consent of Landlord not to be unreasonably withheld or delayed; [c] if this Lease shall terminate before the expiration of such agreement of Transfer, the assignee, subtenant or manager thereunder will, solely at Landlord’s option and only upon the express written notice of attornment from Landlord, attorn to Landlord and waive any right the assignee, subtenant or manager may have to terminate the agreement of Transfer or surrender possession thereunder as a result of the termination of this Lease; and [d] if the assignee, subtenant or manager receives a written notice from Landlord stating that Tenant is in default under this Lease, the assignee, subtenant or manager shall thereafter pay all rentals or payments under the agreement of Transfer directly to Landlord until such default has been cured. Any attempt or offer by an assignee, subtenant or manager to attorn to Landlord shall not be binding or effective without the express written consent of Landlord. Tenant hereby collaterally assigns to Landlord, as security for the performance of its obligations hereunder, all of Tenant’s right, title, and

interest in and to any assignment, sublease or management agreement now or hereafter existing for all or part of the Leased Property. Tenant shall, at the request of Landlord, execute such other instruments or documents as Landlord may request to evidence this collateral assignment. If Landlord, in its sole and absolute discretion, consents to such Restricted Transfer, such consent shall not be effective until [i] a fully executed copy of the agreement of Transfer has been delivered to Landlord; [ii] in the case of an assignment, Landlord has received a written instrument in which the assignee has assumed and agreed to perform all of Tenant’s obligations under the Lease; [iii] Tenant has paid to Landlord a fee in the amount of $2,500.00 (applies only to consent requests after the Effective Date); and [iv] Landlord has received reimbursement from Tenant or the assignee for all attorneys’ fees and expenses and all other reasonable out-of-pocket expenses incurred in connection with determining whether to give its consent, giving its consent and all matters relating to the assignment (applies only to consent requests after the Effective Date).

18.3 Agreements with Residents . Tenant and Subtenant may enter into Occupancy Agreements with residents of the Leased Property without the prior written consent of Landlord; provided that, other than for certain isolated de minimis exceptions, [i] the Occupancy Agreements do not provide for life care services; [ii] the Occupancy Agreements do not contain any type of rate lock provision or rate guaranty for more than one calendar year; [iii] the Occupancy Agreements do not provide for any rent reduction or waiver other than for an introductory period not to exceed six months; [iv] Tenant and Subtenant do not collect rent under the Occupancy Agreements for more than one month in advance; and [v] all residents of the Leased Property are accurately shown in accounting records for the Facility. From time to time upon request of Landlord, Tenant shall provide Landlord with copies of its then current form(s) of resident occupancy agreement. Landlord shall recognize the rights of the residents under the Occupancy Agreements. The termination of this Lease by Landlord shall not affect the residents’ rights under the Occupancy Agreements. The foregoing provisions will be self operative, and no further instrument will be required in order to effect them.

18.4 Sale of Leased Property . If Landlord or any subsequent owner of the Leased Property sells the Leased Property, its liability for the performance of its agreements in this Lease will end on the date of the sale of the Leased Property, and Tenant will look solely to the purchaser for the performance of those agreements. For purposes of this section, any holder of a mortgage or security agreement which affects the Leased Property at any time, and any landlord under any lease to which this Lease is subordinate at any time, will be a subsequent owner of the Leased Property when it succeeds to the interest of Landlord or any subsequent owner of the Leased Property.

18.5 Assignment by Landlord . Except as expressly set forth herein, Landlord may freely Transfer its interest in this Lease or the Leased Property, whether by assignment or by Transfers of ownership interests in Landlord or its beneficial owners; provided that there shall never be more than a single Landlord entity hereunder. Notwithstanding the foregoing, Landlord will not, without Tenant’s consent, enter into any transaction resulting in any Facility being excluded from the “Leased Property” under this Lease. As a condition to any direct or indirect Transfer of this Lease by Landlord, the transferee shall assume Landlord’s rights hereunder and recognize Tenant as the tenant under this Lease by executing a recognition agreement in a commercially reasonable form. The Future Rights are personal to HCN and accordingly, in the

event Landlord at any time ceases to be a Primary Affiliate of HCN, the Future Rights shall automatically terminate and Section 15.15 and Article 22 shall be of no further force or effect. Notwithstanding the foregoing, any Transfer of any interest in HCN, including any such Transfer constituting a Change of Control thereof, shall not result in the termination of the Future Rights.

18.6 Beneficial Transfer . Notwithstanding anything to the contrary herein or in the Lease Guaranty, at any time that GEN (i) shall Control Tenant either (A) directly or, (B) indirectly (x) through Company (provided Company is Controlled by GEN) and one or more subsidiaries that are wholly owned by Company or (y) through one or more wholly owned subsidiaries and (ii) shall be publicly listed on a nationally recognized exchange, nothing in this Lease or the Lease Guaranty, shall limit or prohibit the Beneficial Transfer:

(i) of any direct or indirect economic, beneficial or other interest in Tenant, Company, or any other entity Controlled by GEN to GEN or any entity Controlled by GEN (including, without limitation, any Exchange); provided, however, that the Tenant notifies the Landlord in writing in advance (other than in respect of any Exchange) and the entities involved, as applicable, execute and deliver to the Landlord such guaranties, security agreements, subordination agreements, letter of credit agreements, assumption of all obligations and other documents and agreements as reasonably requested by the Landlord such that the Landlord has received and been granted equivalent (i) guaranties, (ii) security interests (security interests in both assets covered and priority of lien), (iii) subordinations, and (iv) other rights and benefits as required by this Lease or otherwise provided in the Transaction Documents; or

(ii) of shares, stock or other beneficial interests in GEN,

provided, in the case of (ii) above, the Landlord Parties’ written consent shall be required to consummate any transaction that would result in a Change of Control of GEN. Any Beneficial Transfer (other than an Exchange) that is consummated concurrently with an Exchange, which Beneficial Transfer constitutes a Change of Control, shall not be exempt from the foregoing consent requirements by virtue of the fact it occurs concurrently with an Exchange.

ARTICLE 19. HOLDOVER AND SURRENDER

19.1 Holding Over . This Article 19 is subject in its entirety to §15.9.2. If Tenant, with or without the express or implied consent of Landlord, continues to hold and occupy the Leased Property (or any part thereof) after the expiration of the Term or earlier termination of this Lease (other than pursuant to Tenant’s purchase of the Leased Property) and a Replacement Operator is ready, willing and able, and has been approved by all Governmental Authorities, to accept the transition of operations of the Leased Property from Tenant, such holding over beyond the Term and the acceptance or collection of Rent in the amount specified below by Landlord shall operate and be construed as creating a tenancy from month to month and not for any other term whatsoever. Said month-to-month tenancy may be terminated by Landlord by giving Tenant five days’ written notice, and at any time thereafter Landlord may re-enter and take possession of the Leased Property, subject to applicable Legal Requirements. If Tenant continues after the expiration of the Term or earlier termination of this Lease to hold and

occupy the Leased Property whether as a month-to-month tenant or a tenant at sufferance or otherwise, Tenant, except as provided in §15.9.2 to the contrary, shall pay Rent for each month in an amount equal to the sum of [i] one and one-half (1½) times the Base Rent payable during the month in which such expiration or termination occurs, plus [ii] all Additional Rent accruing during the month, plus [iii] any reasonable out of pocket costs and expenses incurred by Landlord as a result of Tenant’s continued occupancy, excluding loss of rental or damages payable to any new tenant plus [iv] any and all other sums payable by Tenant pursuant to this Lease. During any continued tenancy after the expiration of the Term or earlier termination of this Lease, Tenant shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by applicable law, to continue its occupancy and use of the Leased Property until the tenancy is terminated. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease.

19.2 Surrender . Except for [i] Permitted Alterations; [ii] normal and reasonable wear and tear (subject to the obligation of Tenant to maintain the Leased Property in good order and repair during the Term); and [iii] damage and destruction not required to be repaired by Tenant, Tenant shall surrender and deliver up the Leased Property at the expiration or termination of the Term in as good order and condition as of the Acquisition Date.

ARTICLE 20. LETTER OF CREDIT

20.1 Terms of Letter of Credit .

(i) Tenant provided Landlord with the Letter of Credit on December 1, 2012. Except as set forth herein, Tenant shall maintain the Letter of Credit in favor of Landlord until the Obligor Group Obligations are performed in full. The Letter of Credit shall permit partial and full draws and shall permit drawing upon presentation of a draft drawn on the Issuer and a certificate signed by Landlord stating that an Event of Default has occurred under this Lease. The Letter of Credit shall be for an initial term of one year and shall be automatically renewed annually for successive terms of at least one year unless Landlord receives notice from the Issuer, by certified mail, at least 60 days prior to the expiry date then in effect that the Letter of Credit will not be extended for an additional one-year period.

(ii) Tenant, or a nominee thereof, shall, not later than fifteen (15) days prior to the expiration of the term of the Letter of Credit, deliver to Landlord a replacement letter of credit, in form and substance and issued by an Issuer reasonably satisfactory to Landlord (a “ Replacement Letter ”), such that the Letter of Credit or a Replacement Letter shall be in effect at all times after the date of this Agreement until fifteen (15) days beyond the end of the Term. Any Replacement Letter shall be in a face amount at least equal to the face amount of the Letter of Credit.

(iii) During the Term, Landlord shall hold the Letter of Credit as security for the performance by Tenant of all obligations on the part of Tenant under this Lease. If there is an Event of Default, Landlord shall have the right from time to time, without notice and without prejudice to any other remedy Landlord may have on account thereof, and upon presentation of a certificate of demand, to draw upon the Letter of Credit and apply any funds so

drawn to Landlord’s damages arising from, or to cure, any default by Tenant, whether such damages accrue before or after summary proceedings or other reentry by Landlord. If Landlord shall so apply any funds, Tenant shall immediately restore the Letter of Credit to the original face amount. Upon the expiration of the Term, Landlord shall return the Letter of Credit, or, if applicable, the remaining LC Proceeds, to Tenant. If Landlord conveys Landlord’s interest under this Lease, any Letter of Credit or, if applicable, the LC Proceeds, may be turned over and assigned by Landlord to Landlord’s grantee (or, at Landlord’s election, Tenant shall furnish Landlord’s successor with a new Replacement Letter showing such successor as payee, provided that the original Letter of Credit then outstanding shall be simultaneously returned to Tenant). From and after any such transfer, assignment or return, Tenant agrees to look solely to such grantee for proper application of the funds in accordance with the terms of this Section and the return thereof in accordance herewith.

20.2 Replacement Letter of Credit . Tenant shall provide a replacement Letter of Credit which satisfies the requirements of §20.1 from an Issuer acceptable to Landlord within 30 days after the occurrence of any of the following: [i] Landlord’s receipt of notice from the Issuer that the Letter of Credit will not be extended for an additional one-year period; [ii] Landlord gives notice to Tenant that the Kroll Bond Rating (or rating of a comparable rating service) of the Issuer is less than a “C+” (or the comparable rating of such other rating service); [iii] Landlord gives notice to Tenant of the admission by Issuer in writing of its inability to pay its debts generally as they become due, or Issuer’s filing of a petition in bankruptcy or petitions to take advantage of any insolvency act, making an assignment for the benefit of its creditors, consenting to the appointment of a receiver of itself or of the whole or any substantial part of its property, or filing a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law, regulation, or statute of the United States of America or any state thereof or [iv] Issuer is at any time determined not to be at least “adequately capitalized”, as that term is defined and used in the “Prompt Corrective Action” statute, 12 U.S.C. §1831, and implementing regulations. Tenant’s failure to comply with the requirements of this section shall be an immediate Event of Default without any notice (other than as provided for in this section), cure or grace period. Upon such event of Default, Landlord shall be entitled to draw upon the Letter of Credit and Landlord may, solely at its option and without any obligation to do so, require Tenant to obtain a replacement Letter of Credit satisfactory to Landlord with the LC Proceeds made available to Tenant solely to secure Tenant’s reimbursement obligation for the replacement Letter of Credit.

20.3 Draws . Landlord may draw under the Letter of Credit upon the occurrence of an Event of Default hereunder. Any such draw shall not cure an Event of Default. The proceeds from the Letter of Credit (“LC Proceeds”) shall be the sole property of Landlord and may be used, retained and invested by Landlord without restriction or limitation. Landlord shall have no obligation to account for its use of the LC Proceeds and Tenant shall have no interest in or claim against the LC Proceeds. Landlord shall have the right and option, but not the obligation, to apply all or any portion of the LC Proceeds to pay all or any portion of [i] the Obligor Group Obligations; plus [ii] all reasonable expenses and costs incurred by Landlord in enforcing or preserving Landlord’s rights under this Lease or any security for the Obligor Group Obligations, including, without limitation, [a] the fees, expenses, and costs of any litigation, appellate, receivership, administrative, bankruptcy, insolvency, or other similar proceeding; [b] attorney, paralegal, consulting and witness fees and disbursements; and [c] the expenses,

including, without limitation, lodging, meals and transportation of Landlord and its employees, agents, attorneys, and witnesses in preparing for litigation, administrative, bankruptcy, insolvency, or similar proceedings and attendance at hearings, depositions, and trials in connection therewith.

20.4 Partial Draws . Upon the occurrence of a monetary Event of Default under the Obligor Group Obligations, Landlord may, at its option, make a partial draw on the Letter of Credit in an amount not to exceed the amount of the Obligor Group Obligations then past due. If Landlord then applies the proceeds from such partial draw on the Letter of Credit to payment of all or any portion of the Obligor Group Obligations then past due, Tenant shall, within 10 days after notice from Landlord of such partial draw and payment, cause the amount of the Letter of Credit to be reinstated to the amount in effect prior to such partial draw. Tenant’s failure to comply with the requirements of this section shall be an immediate Event of Default under the Lease Documents without any notice (other than as provided for in this section), cure or grace period. Landlord’s rights under this §20.4 are in addition to, and not in limitation of, Landlord’s rights under §20.3.

ARTICLE 21. QUIET ENJOYMENT, SUBORDINATION,
ATTORNMENT AND ESTOPPEL CERTIFICATES

21.1 Quiet Enjoyment. So long as Tenant performs all of its obligations under this Lease, Tenant’s possession of the Leased Property will not be disturbed by Landlord or any party claiming by, through or under Landlord.

21.2 Subordination. Subject to the terms and conditions of this section, this Lease and Tenant’s rights under this Lease are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against the Leased Property, together with any renewal, consolidation, extension, modification or replacement thereof, which now or at any subsequent time affects the Leased Property or any interest of Landlord in the Leased Property, except to the extent that any such instrument (a) expressly provides that this Lease is superior or (b) is entered into with Affiliates of Landlord. The foregoing subordination provision is expressly conditioned upon any lessor or mortgagee being obligated and bound to recognize Tenant as the tenant under this Lease pursuant to the terms of a subordination and nondisturbance agreement or similar document in a commercially reasonable form, reasonably acceptable to Tenant. Any foreclosure action or proceeding by any mortgagee with respect to the Leased Property shall not affect Tenant’s rights under this Lease and shall not terminate this Lease unless and until an Event of Default occurs hereunder. The foregoing provisions will be self-operative, and no further instrument will be required in order to effect them. However, Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord, such documents as may be requested by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this section, to confirm or effect any such subordination. Any mortgagee of the Leased Property shall be deemed to be bound by the nondisturbance provision set forth in this section.

21.3 Attornment. If any holder of any mortgage, indenture, deed of trust, or other similar instrument described in §21.2 succeeds to Landlord’s entire interest in the Leased Property, Tenant will pay to such holder all Rent subsequently payable under this Lease. Tenant

shall, upon request of anyone succeeding to the interest of Landlord, automatically become the tenant of, and attorn to, such successor in interest without changing this Lease. The successor in interest will not be bound by [i] any payment of Rent for more than one month in advance; [ii] any amendment or modification of this Lease thereafter made without its consent as provided in this Lease; [iii] any claim against Landlord arising prior to the date on which the successor succeeded to Landlord’s interest; or [iv] any claim or offset of Rent for prior periods against Landlord. Upon request by Landlord or such successor in interest and without cost to Landlord or such successor in interest, Tenant will execute, acknowledge and deliver an instrument or instruments confirming the attornment.

21.4 Estoppel Certificates. At the request of Landlord or Tenant, the other party shall execute, acknowledge, and deliver an estoppel certificate, in recordable form, in favor of Landlord or Tenant (as applicable) or any mortgagee or purchaser thereof certifying the following: [i] that the Lease is unmodified and in full force and effect, or if there have been modifications that the same is in full force and effect as modified and stating the modifications; [ii] the date to which Rent and other charges have been paid; [iii] whether Tenant or Landlord is in default or whether there is any fact or condition which, with notice or lapse of time, or both, would constitute a default, and specifying any existing default, if any; [iv] that Tenant has accepted and occupies the Leased Property; [v] that the requested party has no defenses, setoffs, deductions, credits, or counterclaims against the other party, if that be the case, or specifying such that exist; and [vi] such other information as may reasonably be requested by the requesting party. Any purchaser or mortgagee may rely on this estoppel certificate. If Tenant fails to deliver the estoppel certificates to Landlord within 10 days after the request of Landlord, then Tenant shall be deemed to have certified that [a] the Lease is in full force and effect and has not been modified, or that the Lease has been modified as set forth in the certificate delivered to Tenant; [b] Tenant has not prepaid any Rent or other charges except for the current month; [c] Tenant has accepted and occupies the Leased Property; [d] neither Tenant nor Landlord is in default nor is there any fact or condition which, with notice or lapse of time, or both, would constitute a default; and [e] Tenant has no defenses, setoffs, deductions, credits, or counterclaims against Landlord.

ARTICLE 22. FUTURE RIGHTS

The parties’ mutual rights and responsibilities with respect to proposed future developments, acquisitions and capital enhancements are set forth in Exhibit T hereto.

ARTICLE 23. SECURITY INTEREST

23.1 Collateral . Company, Tenant and each Subtenant hereby grants to Landlord (“ Secured Party ”) a security interest in the following described property to the extent located at or related to the Leased Property, whether now owned or hereafter acquired by Company, Tenant or any Subtenant, which shall in no event include the accounts receivable of Company, Tenant, Subtenant or Guarantor (the “ Collateral ”), to secure the payment and performance of the Obligor Group Obligations:

(a) All machinery, furniture, equipment, trade fixtures, appliances, inventory and all other goods (as “equipment”, “inventory” and “goods” are defined for purposes

of Article 9 of the UCC) and any leasehold interest in any of the foregoing, now or hereafter located in or on or used or usable in connection with the Land, Improvements, or Fixtures and replacements, additions, and accessions thereto, including, without limitation, those items which are to become fixtures or which are building supplies and materials to be incorporated into an Improvement or Fixture; but specifically excluding the IT Equipment.

(b) All general intangibles, instruments, documents, and chattel paper as such terms are defined for purposes of Article 9 of the UCC now or hereafter arising in connection with the business located in or on or used or usable in connection with the Land, Improvements, or Fixtures, and replacements, additions, and accessions thereto.

(c) All franchises, permits, licenses, operating rights, certifications, approvals, consents, authorizations and other general intangibles regarding the use, occupancy or operation of the Improvements, or any part thereof, including, without limitation, certificates of need, state health care facility licenses, and Medicare and Medicaid provider agreements, in each case, to the extent permitted by law.

(d) Unless expressly prohibited by the terms thereof, all contracts, agreements, contract rights and materials relating to the design, construction, operation or management of the Improvements, including, but not limited to, management agreements, plans, specifications, drawings, blueprints, models, mock-ups, brochures, flyers, advertising and promotional materials and mailing lists but specifically excluding proprietary policy and procedures manuals.

(e) All subleases, occupancy agreements, license agreements and concession agreements, written or unwritten, of any nature, covering all of the Leased Property or any part thereof, now or hereafter entered into, and all right, title and interest thereunder, including, without limitation, the right, if any, to cash or securities deposited thereunder whether or not the same was deposited to secure performance by the subtenants, occupants, licensees and concessionaires of their obligations thereunder, including the right to receive and collect the rents, revenues, and other charges thereunder.

(f) All ledger sheets, files, records, computer programs, tapes, other electronic data processing materials, and other documentation relating to the preceding listed property or otherwise used or usable in connection with the Land and Improvements.

23.2 Additional Documents . At the request of Secured Party, Company, Tenant and each Subtenant shall execute additional security agreements, control agreements, financing statements, and such other documents as may be requested by Secured Party to maintain and perfect such security interest. Company, Tenant and each Subtenant authorize Secured Party to file financing statements describing the Collateral to perfect and maintain the security interest granted hereunder without the signature or any further authorization of Company, Tenant or any Subtenant. Secured Party intends to file financing statements electronically to the extent permitted by the applicable filing offices. As a courtesy, Secured Party may provide sample hard copies to Tenant and its legal counsel of the initial financing statements but the appearance and content of the actual filings displayed or printed by each filing office may vary from the sample copies.

23.3 Notice of Sale . With respect to any sale or other disposition of any of the Collateral after the occurrence of an Event of Default, Secured Party, Company, Tenant and each Subtenant agree that the giving of five days’ notice by Secured Party, sent by overnight delivery, postage prepaid, to Company’s, Tenant’s or Subtenant’s notice address designating the time and place of any public sale or the time after which any private sale or other intended disposition of such Collateral is to be made, shall be deemed to be reasonable notice thereof and Tenant and each Subtenant waive any other notice with respect thereto.

23.4 Recharacterization . Except as otherwise required by applicable law or any accounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan, and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes. However, if despite the parties’ intent, it is determined or adjudged by a court for any reason that this Lease is not a true operating lease or if this Lease is recharacterized as a financing arrangement, then this Lease shall be considered a secured financing agreement and Landlord’s title to the Leased Property shall constitute a perfected first priority lien in Landlord’s favor on the Leased Property to secure the payment and performance of all the Obligor Group Obligations.

ARTICLE 24. MISCELLANEOUS

24.1 Notices . Landlord, Tenant and Subtenant hereby agree that all notices, demands, requests, and consents (hereinafter “notices”) required to be given pursuant to the terms of this Lease shall be in writing, shall be addressed to the addresses set forth in the introductory paragraph of this Lease, and shall be served by [i] personal delivery; [ii] certified mail, return receipt requested, postage prepaid; or [iii] nationally recognized overnight courier. Notices to any Subtenant should be sent c/o Tenant at Tenant’s address set forth in the introductory paragraph. All notices shall be deemed to be given upon the earlier of actual receipt or three days after mailing, or one Business Day after deposit with the overnight courier. Any notices meeting the requirements of this section shall be effective, regardless of whether or not actually received. Landlord or Tenant may change its notice address at any time by giving the other party notice of such change. Landlord shall use reasonable efforts to provide copies of any such notices which Landlord deems material to Tenant’s counsel at the addresses following; provided, however, that the failure to provide any such copy shall not affect the efficacy of such notice to Tenant.

Neil L. Rock, Partner

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036-6522

Beth G. Hungate-Noland

Williams Mullen

200 S. 10 th Street, Suite 1600

Richmond, VA 23219

24.2 Advertisement of Leased Property . In the event Tenant has not exercised its option to renew this Lease, Landlord or its agent shall have the right to enter the Leased Property at all reasonable times during the last two years of the Term for the purpose of exhibiting the Leased Property to others and to place upon the Leased Property “for sale” or “for rent” notices or signs.

24.3 Entire Agreement . This Lease contains the entire agreement between Landlord and Tenant with respect to the subject matter hereof. No representations, warranties, and agreements have been made by Landlord except as set forth in this Lease. No oral agreements or understandings between Landlord and Tenant shall survive execution of this Lease. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the 2014 Consent and Amendment Agreement shall survive the execution and delivery hereof.

24.4 Severability . If any term or provision of this Lease is held or deemed by Landlord to be invalid or unenforceable, such holding shall not affect the remainder of this Lease and the same shall remain in full force and effect, unless such holding substantially deprives Tenant of the use of the Leased Property or Landlord of the rents herein reserved, in which event this Lease shall forthwith terminate as if by expiration of the Term.

24.5 Captions and Headings . The captions and headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease or the intent of any provision hereof.

24.6 Governing Law . This Lease shall be governed by and construed in accordance with the laws of the State of Delaware, except as to matters under which the laws of a State in which a respective Facility is located, or under applicable procedural conflicts of laws rules, require the application of laws of such other State, in which case the laws or conflicts of laws rules, as the case may be, of such State shall govern to the extent required.

24.7 Memorandum of Lease . Tenant shall not record this Lease. Tenant shall, however, record a memorandum of lease approved by Landlord upon Landlord’s request.

24.8 Waiver . No waiver by Landlord of any condition or covenant herein contained, or of any breach of any such condition or covenant, shall be held or taken to be a waiver of any subsequent breach of such covenant or condition, or to permit or excuse its continuance or any future breach thereof or of any condition or covenant, nor shall the acceptance of Rent by Landlord at any time when Tenant or Subtenant is in default in the performance or observance of any condition or covenant herein be construed as a waiver of such default, or of Landlord’s right to terminate this Lease or exercise any other remedy granted herein on account of such existing default.

24.9 Binding Effect . This Lease will be binding upon and inure to the benefit of the heirs, successors, personal representatives, and permitted assigns of Landlord, Tenant and Subtenant.

24.10 No Offer . Landlord’s submission of this Lease to Tenant is not an offer to lease the Leased Property, or an agreement by Landlord to reserve the Leased Property for Tenant. Landlord will not be bound to Tenant until Tenant has duly executed and delivered

duplicate original leases to Landlord, and Landlord has duly executed and delivered one of these duplicate original leases to Tenant.

24.11 Modification . This Lease may only be modified by a writing signed by both Landlord and Tenant. All references to this Lease, whether in this Lease or in any other document or instrument, shall be deemed to incorporate all amendments, modifications and renewals of this Lease, made after the date hereof. If Tenant requests Landlord’s consent to any change in ownership, merger or consolidation of Tenant, Subtenant or Guarantor, any assumption of the Lease, or any modification of the Lease, Tenant shall provide Landlord all relevant information and documents sufficient to enable Landlord to evaluate the request. In connection with any such request, Tenant shall pay to Landlord a fee in the amount of $2,500.00 and shall pay all of Landlord’s reasonable attorney’s fees and expenses and other reasonable out-of-pocket expenses incurred in connection with Landlord’s evaluation of Tenant’s request, the preparation of any documents and amendments, the subsequent amendment of any documents between Landlord and its collateral pool lenders (if applicable), and all related matters.

24.12 Landlord’s Modification . Tenant acknowledges that Landlord may mortgage the Leased Property or use the Leased Property as collateral for collateralized mortgage obligations or Real Estate Mortgage Investment Companies (REMICS). If any mortgage lender of Landlord desires any modification of this Lease, Tenant agrees to consider such modification and to execute an amendment of this Lease, at Landlord’s cost and expense, if Tenant finds such modification acceptable, such finding not to be unreasonably withheld; provided that this §24.12 shall not be deemed to require Tenant to enter into any such amendment to the extent that the same would decrease Tenant’s rights or increase Tenant’s obligations hereunder.

24.13 No Merger . The surrender of this Lease by Tenant or the cancellation of this Lease by agreement of Tenant and Landlord or the termination of this Lease on account of Tenant’s default will not work a merger, and will, at Landlord’s option, terminate any subleases or operate as an assignment to Landlord of any subleases. Landlord’s option under this paragraph will be exercised by notice to Tenant and all known subtenants of the Leased Property.

24.14 Laches . No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms hereof shall impair any such right or power or be construed to be a waiver thereof.

24.15 Limitation on Tenant’s Recourse . Tenant’s sole recourse against Landlord, and any successor to the interest of Landlord in the Leased Property, is to the interest of Landlord, and any such successor, in the Leased Property. Tenant will not have any right to satisfy any judgment which it may have against Landlord, or any such successor, from any other assets of Landlord, or any such successor. In this section, the terms “Landlord” and “successor” include the shareholders, venturers, and partners of “Landlord” and “successor” and the officers, directors, and employees of the same. The provisions of this section are not intended to limit Tenant’s right to seek injunctive relief or specific performance.

24.16 Construction of Lease . This Lease has been prepared by Landlord and its professional advisors and reviewed by Tenant and its professional advisors. Landlord, Tenant, and their advisors believe that this Lease is the product of all their efforts, that it expresses their agreement, and agree that it shall not be interpreted in favor of either Landlord or Tenant or against either Landlord or Tenant merely because of their efforts in preparing it.

24.17 Counterparts . This Lease may be executed in multiple counterparts, each of which shall be deemed an original hereof.

24.18 Landlord’s Consent . Whenever Landlord’s consent is required under this Lease, such consent shall be in writing and shall not be unreasonably withheld or delayed.

24.19 Custody of Escrow Funds . Any funds paid to Landlord in escrow hereunder may be held by Landlord or, at Landlord’s election, by a financial institution, the deposits or accounts of which are insured or guaranteed by a federal or state agency. The funds shall not be deemed to be held in trust, may be commingled with the general funds of Landlord or such other institution, and shall not bear interest.

24.20 Landlord’s Status as a REIT . Tenant acknowledges that Landlord (or a Landlord Affiliate) has elected and may hereafter elect to be taxed as a real estate investment trust (“ REIT ”) under the Internal Revenue Code.

24.21 Exhibits . All of the exhibits referenced in this Lease are attached hereto and incorporated herein.

24.22 WAIVER OF JURY TRIAL . LANDLORD, TENANT AND SUBTENANT WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ON ALL MATTERS ARISING OUT OF THIS LEASE OR THE USE AND OCCUPANCY OF THE LEASED PROPERTY (EXCEPT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE). IF LANDLORD COMMENCES ANY SUMMARY PROCEEDING FOR NONPAYMENT OF RENT, TENANT AND SUBTENANT WILL NOT INTERPOSE, AND WAIVE THE RIGHT TO INTERPOSE, ANY COUNTERCLAIM IN ANY SUCH PROCEEDING.

24.23 CONSENT TO JURISDICTION . TENANT AND SUBTENANT HEREBY IRREVOCABLY SUBMIT AND CONSENT TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING JURISDICTION OVER LUCAS COUNTY, OHIO OR NEW CASTLE COUNTY, DELAWARE OR ANY COUNTY IN WHICH A FACILITY IS LOCATED, FOR ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO [I] THIS LEASE; OR [II] ANY DOCUMENT EXECUTED BY TENANT OR SUBTENANT IN CONNECTION WITH THIS LEASE. TENANT AND SUBTENANT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT TENANT AND SUBTENANT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. TENANT AND SUBTENANT AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR

PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

LANDLORD, TENANT AND SUBTENANT AGREE NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST ANOTHER PARTY OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OR PROPERTY OF ANOTHER PARTY, CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS LEASE OR ANY RELATED DOCUMENT IN ANY COURT OTHER THAN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER LUCAS COUNTY, OHIO, NEW CASTLE COUNTY, DELAWARE OR ANY COUNTY IN WHICH A FACILITY IS LOCATED.

TENANT AND SUBTENANT HEREBY CONSENT TO SERVICE OF PROCESS BY LANDLORD IN ANY MANNER AND IN ANY JURISDICTION PERMITTED BY LAW. NOTHING HEREIN SHALL AFFECT OR IMPAIR LANDLORD’S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW, OR LANDLORD’S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST TENANT, SUBTENANT OR THE PROPERTY OF TENANT OR SUBTENANT IN THE COURTS OF ANY OTHER JURISDICTION.

24.24 Attorney’s Fees and Expenses . Tenant shall pay to Landlord all reasonable costs and expenses incurred by Landlord in administering this Lease and the security for this Lease, enforcing or preserving Landlord’s rights under this Lease and the security for this Lease, and in all matters of collection, whether or not an Event of Default has actually occurred or has been declared and thereafter cured, including, but not limited to, [a] reasonable attorney’s and paralegal’s fees and disbursements; [b] the fees and expenses of any litigation, administrative, bankruptcy, insolvency, receivership and any other similar proceeding; [c] court costs; [d] the expenses of Landlord, its employees, agents, attorneys and witnesses in preparing for litigation, administrative, bankruptcy, insolvency and other proceedings and for lodging, travel, and attendance at meetings, hearings, depositions, and trials; and [e] consulting and witness fees and expenses incurred by Landlord in connection with any litigation or other proceeding; provided, however, Landlord’s internal bookkeeping and routine lease servicing costs are not payable by Tenant; provided further, however, in any action or proceeding brought by Landlord or Tenant, the substantially prevailing party shall be entitled to recover from the other party all reasonable costs and expenses incurred by the substantially prevailing party in enforcing or preserving its rights under this Lease. Nothing in this §24.24 shall require Tenant to pay Landlord for the costs and expenses incurred by Landlord in negotiating this Lease.

24.25 Execution . Company, HCN and Subtenant have joined in the execution of this Lease to acknowledge that such parties are subject to and bound by the terms of the Lease applicable to such parties.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Lease or caused the same to be executed by their respective duly authorized officers as of the date first set forth above.

		FC-GEN REAL ESTATE, LLC

		By:		Genesis Healthcare Holding Company I, Inc.,
Signature	/s/ Jaclyn R. Starr			its sole member
Print Name Jaclyn R. Starr
				By:	/s/ Erin C. Ibele
Signature	/s/ Carmen L. Miller				Erin C. Ibele, Executive Vice President, Head of
Print Name Carmen L. Miller					Human Capital and Corporate Secretary


		HEALTH CARE REIT, INC.


Signature	/s/ Jaclyn R. Starr	By:	/s/ Erin C. Ibele
Print Name Jaclyn R. Starr			Erin C. Ibele, Executive Vice President, Head of
			Human Capital and Corporate Secretary
Signature	/s/ Carmen L. Miller
Print Name Carmen L. Miller		(Signing only for thepurpose of accepting §1.5 appointment of
		agency and agreeing to Secured Party obligations.)


		GENESIS OPERATIONS LLC


Signature	/s/ Allison Elicier	By:	/s/ Michael S. Sherman
Print Name Allison Elicier			Michael S. Sherman,
			Secretary

Signature	/s/ Kathy Kovach	Tax I.D. No.:26-0787826
Print Name Kathy Kovach

		FC-GEN OPERATIONS INVESTMENT, LLC


Signature	/s/ Allison Elicier		By:	/s/ Michael S. Sherman
Print Name Allison Elicier				Michael S. Sherman
				Title: Secretary
Signature	/s/ Kathy Kovach
Print Name Kathy Kovach		Tax I.D. No.:27-3237005

		EACH SUBTENANT LISTED ONEXHIBIT C HERETO

Signature	/s/ Allison Elicier	By:	/s/ Michael S. Sherman
Print Name Allison Elicier			Michael S. Sherman,
			Secretary
Signature	/s/ Kathy Kovach
Print Name Kathy Kovach

Exhibit 10.13

LOAN AGREEMENT

BETWEEN

HEALTH CARE REIT, INC.

AND

EACH OF THE BORROWER ENTITIES SET FORTH ON SCHEDULE I

February 2, 2015

TABLE OF CONTENTS

SECTION				PAGE

ARTICLE 1: PURPOSE AND DEFINITIONS				1
	1.1	Purpose		1
	1.2	Definitions		1
	1.3	Incorporation of Amendments		10
	1.4	Exhibits		10

ARTICLE 2: LOAN AND LOAN DOCUMENTS				10
	2.1	Obligation to Lend		10
	2.2	Obligation to Repay		11
		2.2.1	Term of the Loan	11
		2.2.2	Interest and Payments	11
	2.3	Use of Proceeds		11
	2.4	Security		11
	2.5	Funding Fee		11
	2.6	Loan Expenses		11
	2.7	Disbursements		11
	2.8	Closing		11
	2.9	Joint and Several Liability		11

ARTICLE 3: CONDITIONS PRECEDENT TO DISBURSEMENT				12
	3.1	Conditions Precedent to Disbursement		12
		3.1.1	Title Commitment	12
		3.1.2	Affidavits	12
		3.1.3	Intentionally Omitted	12
		3.1.4	Legal Opinion	12
		3.1.5	Appraisal	12
		3.1.6	Insurance	12
		3.1.7	Loan Documents	12
		3.1.8	Organizational Documents	12
		3.1.9	Intentionally Omitted	12
		3.1.10	Intentionally Omitted	12
		3.1.11	Intentionally Omitted	12
		3.1.12	Intentionally Omitted	12
		3.1.13	Licenses and Permits	12
		3.1.14	Financial Statements	13
		3.1.15	Damage and Destruction	13
		3.1.16	No Event of Default	13
		3.1.17	Other Closing Requirements	13

ARTICLE 4: BORROWER’S REPRESENTATIONS AND WARRANTIES				13
	4.1	Organization and Good Standing		13
	4.2	Power and Authority		13

SECTION				PAGE

	4.3	Enforceability		13
	4.4	No Violation		14
	4.5	No Litigation		14
	4.6	Financial Statements		14
	4.7	Reports and Statements		15
	4.8	Title to Land		15
	4.9	Parties in Possession		15
	4.10	Intentionally Omitted		15
	4.11	Utilities		15
	4.12	Condemnation and Assessments		15
	4.13	Intentionally Omitted		15
	4.14	Government Authorizations		15
	4.15	Environmental Matters		15
	4.16	No Default		16
	4.17	ERISA		16
	4.18	Chief Executive Office		16
	4.19	Other Name or Entities		16
	4.20	Tax Status		17

ARTICLE 5: AFFIRMATIVE COVENANTS				17
	5.1	Perform Obligations		17
	5.2	Indemnity		17
		5.2.1	Indemnification	17
		5.2.2	Notice of Claim	17
		5.2.3	Survival of Covenants	18
		5.2.4	Reimbursement of Expenses	18
	5.3	Environmental Indemnity; Audits		18
		5.3.1	Indemnification	18
		5.3.2	Audits	18
	5.4	Mechanic’s Liens		18
	5.5	Personal Property		19
	5.6	Proceedings to Enjoin or Prevent Use		19
	5.7	Documents and Information		19
		5.7.1	Furnish Documents	19
		5.7.2	Furnish Information	20
		5.7.3	Further Assurances and Information	20
		5.7.4	Material Communications	20
		5.7.5	Requirements for Financial Statements	20
	5.8	Compliance With Laws		21
	5.9	Broker’s Commission		21
	5.10	Existence and Change in Ownership		21
	5.11	Financial Covenants		21
		5.11.1	Definitions	21
		5.11.2	Lease Financial Covenants	21
		5.11.3	Facility Coverage Ratio	22
		5.11.4	Certain Cure Rights	22
	5.12	Transfer of License		22

SECTION					PAGE

	5.13	Deposit Accounts			22
	5.14	Compliance with Anti-Terrorism Laws			22
	5.15	Compliance with Anti-Corruption Laws			22

ARTICLE 6: NEGATIVE COVENANTS					23
	6.1	No Debt			23
	6.2	No Liens			23
	6.3	No Guaranties			23
	6.4	No Transfer of Facility			23
	6.5	No Dissolution			24
	6.6	No Change in Management or Operation			24
	6.7	Changes to Licensed Beds			24
	6.8	Contracts			24
	6.9	Subordination of Payments to Affiliates			24
	6.10	Change of Location or Name			25
	6.11	Anti-Terrorism Laws			25
	6.12	Anti-Corruption Laws			25

ARTICLE 7: DEFAULT AND REMEDIES					25
	7.1	Event of Default			25
	7.2	Remedies on Default			27
		7.2.1	Acceleration		27
		7.2.2	Other Remedies		27
		7.2.3	Waiver		27
		7.2.4	Terminate Disbursement		27
	7.3	Borrower Waivers			27

ARTICLE 8: MISCELLANEOUS					27
	8.1	Advances by Lender			27
	8.2	Intentionally Omitted			28
	8.3	Construction of Rights and Remedies and Waiver of Notice and Consent			28
		8.3.1	Applicability		28
		8.3.2	Waiver of Notices and Consent to Remedies		28
		8.3.3	Cumulative Rights		28
		8.3.4	Extension or Modification of Loan		28
		8.3.5	Right to Select Security		28
		8.3.6	Forbearance Not a Waiver		28
		8.3.7	No Waiver		28
		8.3.8	No Continuing Waivers		28
		8.3.9	Approval Not a Waiver		29
		8.3.10	No Release		29
		8.3.11	Waiver of Homestead, Appraisal and Exemption		29
	8.4	Assignment			29
		8.4.1		Assignment by Lender	29
		8.4.2		Assignment by Borrower	29
	8.5	Notices			29
	8.6	Entire Agreement			30

iii

SECTION				PAGE

	8.7	Severability		30
	8.8	Captions and Headings		30
	8.9	Governing Law		30
	8.10	Binding Effect		30
	8.11	Modification		30
	8.12	Construction of Agreement		30
	8.13	Counterparts		30
	8.14	No Third-Party Beneficiary Rights		30
	8.15	Lender’s Authority to Furnish Copies of Loan Documents		31
	8.16	Permitted Contests		31
	8.17	Lender Merely a Lender		31
		8.17.1	No Agency	31
		8.17.2	No Obligation to Pay	31
		8.17.3	No Responsibility for Construction	32
	8.18	No Oral Agreements		32

ARTICLE 9: SECURITY				32
	9.1	Accounts Receivable		32
	9.2	Mortgage		32
	9.3	Guaranty		32

EXHIBIT A:		LEGAL DESCRIPTIONS

EXHIBIT B:		PERMITTED EXCEPTIONS

EXHIBIT C:		GOVERNMENT AUTHORIZATIONS TO BE OBTAINED; ZONING PERMITS

EXHIBIT D:		CA PROPERTIES AND TX PROPERTIES

EXHIBIT E:		PENDING LITIGATION

EXHIBIT F:		DOCUMENTS TO BE DELIVERED

EXHIBIT G:		BORROWER’S CERTIFICATE AND FACILITY FINANCIAL REPORTS

EXHIBIT H:		ANTI-CORRUPTION AND ANTI-TERRORISM CERTIFICATE

EXHIBIT I:		ALLOCATED LOAN AMOUNTS

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is made and entered into effective as of February 2, 2015 (the “Effective Date”) between HEALTH CARE REIT, INC. , a corporation organized under the laws of the State of Delaware (“Lender”), having an address of 4500 Dorr Street, Toledo, Ohio 43615-4040, and each of the BORROWER entities set forth on Schedule I attached hereto and made a part hereof, each a limited liability company organized under the laws of the State of Delaware (individually and collectively, “Borrower”), having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

R E C I T A L S:

A. Genesis Healthcare, Inc. (f/k/a Skilled Healthcare Group, Inc.) and its subsidiaries (individually and collectively, “GEN”) desire to consummate the transactions (the “Transactions”) anticipated by that certain Purchase and Contribution Agreement dated August 18, 2014 (as amended) between GEN and Company (as defined herein) and pursuant to which GEN will be consolidated with Company.

B. Lender has agreed to provide a loan of up to the Loan Amount (defined below) to finance the Transactions, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, Lender and Borrower agree as follows:

ARTICLE 1: PURPOSE AND DEFINITIONS

1.1 Purpose . The purpose of this Agreement is to establish the Loan with Lender for the financing of the Facility (defined below).

1.2 Definitions . Except as otherwise expressly provided, [i] the terms defined in this section have the meanings assigned to them in this section and include the plural as well as the singular; [ii] all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as of the time applicable; and [iii] the words “herein”, “hereof”, and “hereunder” and similar words refer to this Agreement as a whole and not to any particular section.

“ABL Loan Agreement” means that certain Third Amended and Restated Revolving Credit Agreement, dated as of February 2, 2015, among, GEN, the Borrower[s], the Operator and certain subsidiaries of Parent party thereto as borrowers or guarantors, as applicable, the Lenders party thereto, GECC, as administrative agent, and the other parties thereto from time to time, as amended, restated, amended and restated, supplemented and otherwise modified from time to time.

“Affiliate” means with respect to a Person, any other Person that directly or indirectly, controls, or is controlled by, or is under common control with the aforementioned Person. “Control” means (and the correlative meanings of the terms “controlling” and “controlled by” and “under common control with”), as applied to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that

Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, when the term “control” is used in reference to any limited liability company, the managing member shall also be deemed to “control” such limited liability company. Notwithstanding the foregoing, Affiliate, with respect to GEN and any subsidiary of GEN, shall include only GEN and any and all other subsidiaries of GEN but shall not include any shareholders in, or entities in which members of the board of directors of GEN, either have any equity interest or otherwise Control.

“Affiliate Obligation” means all indebtedness and obligations of Borrower and any Affiliate to Lender or any Lender Affiliate now existing or hereafter arising, including, without limitation, indebtedness evidenced by promissory notes, lease agreements, guaranties or otherwise and obligations under such indebtedness documents and all other documents executed by Borrower or any Affiliate in connection therewith, and any extensions, modifications, substitutions or renewals thereof. For the avoidance of doubt, “Affiliate Obligation” shall include the obligations of Master Tenant under the Master Lease.

“Annual Financial Statements” means [i] for Borrower and Operator, the audited balance sheet and statement of income, and statement of cash flows for the most recent fiscal year on an individual facility and consolidated basis; and [ii] for GEN, the audited balance sheet and statement of income for the most recent fiscal year.

“Anti-Corruption and Anti-Terrorism Certificate” means Borrower’s certification as to its compliance with §§5.14, 5.15, 6.11 and 6.12 of this Agreement in the form attached as Exhibit H.

“Anti-Corruption Laws” means any laws or regulations relating to bribery, extortion, kickbacks or other similar activities, including, without limitation, the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, the Canada Corruption of Foreign Public Officials Act and any other applicable anti-bribery or anti-corruption laws .

“Anti-Terrorism Laws” means any laws or regulations relating to terrorism, money laundering or similar activities, including, without limitation, Executive Order 13224, the USA Patriot Act, the laws comprising the Bank Secrecy Act, the Currency and Foreign Transactions Reporting Act of 1970, as amended, the laws administered by OFAC and any other applicable anti-terrorism or money laundering laws.

“Appraisal” means an appraisal prepared by an MAI appraiser setting forth the fair market value of each Facility.

“Approved Costs” means the reasonable and reasonably documented costs incurred by Borrower in consummating the Transactions (including the repayment of existing debt) and the Closing Costs.

“Article 9” means Article 9 of the Uniform Commercial Code as enacted in the State.

“Blocked Person” means a person or entity with whom Lender is restricted from transacting business of the type contemplated by this Agreement by reason of the Anti-Terrorism Laws or because such person or entity is subject to Sanctions or is included on the OFAC Lists.

“Borrower” has the meaning set forth in the first paragraph of this Agreement.

“Borrower Parties” means Genesis Health Care LLC, Sun Healthcare Group, Inc., GEN Operations II, LLC and/or certain subsidiaries thereof.

“Business Day” means any day which is not a Saturday or Sunday or a public holiday under the laws of the United States of America or the State of Ohio.

“CA Properties” means the properties listed on Exhibit D located in the State of California.

“Cash Flow” has the meaning set forth in §5.11.1.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“Closing” means the closing of the Loan.

“Closing Costs” means the following reasonable costs incurred to meet the closing requirements: [i] Funding Fee; [ii] title insurance premiums and search fees; [iii] cost of surveys, if any; [iv] cost of environmental studies, if any; [v] out-of-pocket legal fees of Lender’s counsel and Borrower’s counsel; [vi] property inspection fees, if any; [vii] Loan Expenses; and [viii] other costs customarily incurred in closing financing transactions of this type.

“Company” means FC-GEN Operations Investment, LLC, a limited liability company organized under the laws of the State of Delaware.

“Company LLC Agreement” means that certain Sixth Amended and Restated Limited Liability Company Operating Agreement of Company effective as of February 2, 2015.

“Effective Date” means the date of this Agreement.

“Environmental Laws” means all federal, state, and local laws, ordinances and policies the purpose of which is to protect human health and the environment, as amended from time to time, including, but not limited to, [i] CERCLA; [ii] the Resource Conservation and Recovery Act; [iii] the Hazardous Materials Transportation Act; [iv] the Clean Air Act; [v] Clean Water Act; [vi] the Toxic Substances Control Act; [vii] the Occupational Safety and Health Act; [viii] the Safe Drinking Water Act; and [ix] analogous state laws and regulations.

“Facility” means the Real Property and Personal Property comprising each facility subject to a Mortgage, as listed on Exhibit A hereto, individually and collectively.

“Facility Uses” means the uses relating to the operation of each Facility as currently being operated.

“Financial Statements” means [i] the annual, quarterly and year to date financial statements of Borrower and GEN; and [ii] all operating statements for the Facility that were submitted to Lender prior to the Effective Date.

“Fixtures” means all fixtures now or hereafter installed or located in, on or about the Land or the Improvements and any replacements, substitutions and additions thereto.

“Funding Fee” means the funding fee for the Loan payable to Lender in an amount equal to 1.5% of the Loan Amount.

“GECC” means General Electric Capital Corporation.

“GEN Guaranty” means the Unconditional and Continuing Loan Guaranty entered into by GEN to guarantee payment of the Loan and any amendments thereto or substitutions or replacements therefor.

“Government Authorizations” means all permits, licenses, approvals, consents, and authorizations required to comply with all Legal Requirements, including, but not limited to, [i] zoning permits, variances, exceptions, special use permits, conditional use permits, and consents; [ii] the permits, licenses, provider agreements and approvals required for licensure and operation of each Facility for its Facility Uses certified, if applicable, as a provider under the federal Medicare and state Medicaid programs; [iii] environmental, ecological, coastal, wetlands, air, and water permits, licenses, and consents; [iv] curb cut, subdivision, land use, and planning permits, licenses, approvals and consents; [v] building, sign, fire, health, and safety permits, licenses, approvals, and consents; and [vi] architectural reviews, approvals, and consents required under restrictive covenants.

“Government Related Person” means [i] any elected or appointed government official, member of the armed forces, or member of a royal family; [ii] any officer or employee of a government or any department, agency, or instrumentality of a government; [iii] any person acting in an official capacity for or on behalf of a government or any department, agency, or instrumentality of a government; [iv] any officer or employee of a company or business owned or controlled in whole or part, directly or indirectly, by a government; [v] any officer or employee of a public international organization, such as the World Bank or the United Nations; [vi] any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; [vii] any candidate for political office; and/or [viii] the spouse or immediate family member of any of the above .

“Guaranty” means the GEN Guaranty and the Operator Guaranty.

“Guaranty Documents” means the Guaranty and the Security Agreement and any other agreement or instrument to be executed by GEN or Operator in accordance with the requirements of any Loan Documents.

“Hazardous Materials” means any substance [i] the presence of which poses a hazard to the health or safety of persons on or about the Facility, including, but not limited to, asbestos containing materials; [ii] which requires removal or remediation under any Environmental Law, including without limitation any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous; or [iii] which is regulated under or classified under any Environmental Law as hazardous or toxic, including, but not limited to, any substance within the meaning of “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic substance”, “regulated substance”, “solid waste”, or “pollutant” as defined in any Environmental Law.

“Improvements” means all buildings, structures, additions, and improvements now or hereafter erected or placed upon the Land and the offsite improvements, if any, necessary for the operation of the Facility.

“Insurance Requirements” means [i] all terms of any insurance policy required by the Loan Documents; [ii] all requirements of the issuer of any such policy; and [iii] the requirements of any Board of Insurance Underwriters or similar organization.

“Intangible Personal Property” means the following: [i] all Receivables; [ii] unless prohibited by law, all franchises, permits, licenses and rights therein regarding the use, occupancy or operation of the Improvements, or any part thereof; [iii] unless expressly prohibited by the terms thereof, all contracts, agreements, contract rights and materials relating to the design, construction or operation of the Improvements, including but not limited to, plans, specifications, drawings, blueprints, models and mock-ups, and all brochures, flyers, advertising and promotional materials and mailing lists; and [iv] all ledger sheets, files, records, computer programs, tapes, other electronic data processing materials, and other documentation relating to the preceding listed property.

“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, among GEN and the other grantors from time to time party thereto, GECC, Barclays Bank PLC and Lender, as amended, restated, amended and restated, supplemented and otherwise modified from time to time.

“Land” means the land described on Exhibit A.

“Lease” means any lease of the Facility, now existing or hereafter created and as amended from time to time.

“Legal Requirements” means all laws, regulations, rules, orders, writs, injunctions, decrees, certificates, requirements, agreements, conditions of participation and standards of any federal, state, county, municipal or other governmental entity, administrative agency, insurance underwriting board, architectural control board, private third-party payor, accreditation organization, or any restrictive covenants applicable to the development, construction and operation of the Facility by GEN, Borrower, Operator or an Affiliate, including, but not limited to, [i] zoning, building, fire, health, safety, sign, and subdivision regulations and codes; [ii] certificate of need laws; [iii] licensure to operate each Facility for its Facility Uses certified, if applicable, for reimbursement under the federal Medicare and state Medicaid programs; [iv] the Environmental Laws; and [v] requirements, conditions and standards for participation in third-party payor insurance programs.

“Lender” has the meaning set forth in the first paragraph of this Agreement.

“Lender Affiliate” means any person, corporation, partnership, limited liability company, trust, or other legal entity that, directly or indirectly, controls, or is controlled by, or is under common control with Lender. “Control” (and the correlative meanings of the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity. “Lender Affiliate” includes, without limitation, Master Landlord and Health Care REIT, Inc.

“Loan” means the loan by Lender to Borrower in the amount of the Loan Amount.

“Loan Amount” means $360,000,000.00.

“Loan Documents” means [i] this Agreement; [ii] the Note; [iii] the Mortgage; and [iv] all other documents and instruments executed by Borrower or an Affiliate in connection with the Loan, all as amended from time to time.

“Loan Expenses” means all reasonable costs and expenses incurred by Lender in investigating, making and administering the Loan, including, but not limited to, actual, reasonable and documented [i] out-of-pocket attorneys’ and paralegals’ fees and costs; and [ii] travel, transportation, food, and lodging costs and expenses incurred by Lender and Lender’s attorneys and paralegals.

“Master Landlord” means FC-GEN Real Estate, LLC, a Delaware limited liability company and a Lender Affiliate.

“Master Lease” means that certain Sixteenth Amended and Restated Master Lease Agreement dated as of the Effective Date between Master Tenant and Master Landlord, as may be amended or amended and restated from time to time.

“Master Tenant” means Genesis Operations LLC, a Delaware limited liability company and an Affiliate.

“Material Obligation” means [i] any indebtedness secured by a security interest in or a lien, deed of trust or mortgage on the Facility (or any part thereof, including any Personal Property) and any agreement relating thereto; [ii] any obligation or agreement that is material to the construction or operation of the Facility or that is material to Borrower’s business or financial condition; and [iii] any indebtedness or capital lease that has an outstanding principal balance of at least $2,000,000.00 and any agreement relating thereto.

“Mortgage” means each Mortgage or Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date granted by Borrower to Lender for a Facility, as amended from time to time, individually and collectively.

“Note” means the Note of even date made by Borrower in favor of Lender for a principal amount equal to the Loan Amount, and any extensions, modifications, substitutions or renewals thereof.

“OFAC” means the Office of Foreign Assets Control, Department of the Treasury.

“OFAC Lists” means lists of known or suspected terrorists or terrorist organizations published by OFAC.

“Operator” means each operator of a Facility which is an Affiliate of Borrower, individually and collectively.

“Operator Guaranty” means the Unconditional and Continuing Non-Recourse Loan Guaranty entered into by Operator to guarantee payment of the Loan and any amendments thereto or substitutions or replacements therefor.

“Organizational Documents” means [i] for a corporate entity, the Articles of Incorporation of such entity certified by the Secretary of State of the state of organization, as amended to date, and the Bylaws of such entity certified by such entity, as amended to date; [ii] for a partnership entity, the Partnership Agreement of such entity certified by such entity, as amended to date and the Partnership Certificate, certified by the appropriate authority, as amended to date; and [iii] for a limited liability company entity, the Articles of Organization of such entity certified by the Secretary of State of the state of organization, as amended to date and the Operating Agreement of such entity certified by such entity, as amended to date.

“Parent Entity Members” means the “Members” as defined in the Company LLC Agreement, as in effect on the date of execution of the Company LLC Agreement.

“Periodic Financial Statements” means [i] for Borrower, the unaudited balance sheet and statement of income for the most recent quarter; and [ii] for GEN, the unaudited balance sheet and statement of income of GEN for the most recent quarter.

“Permitted Exceptions” means the exceptions to title set forth on Exhibit B.

“Permitted Liens” means [i] liens granted to Lender; [ii] liens customarily incurred by Borrower or an Affiliate in the ordinary course of business for items not due and payable including mechanic’s liens and deposits and charges under workers’ compensation laws; [iii] liens for taxes and assessments not yet due and payable; [iv] any lien, charge, or encumbrance which is being contested in good faith pursuant to this Agreement; [v] the Permitted Exceptions; [vi] subject to the terms of the Intercreditor Agreement, any liens granted under the Term Loan Agreement and ABL Loan Agreement, and [vii] purchase money financing and capitalized equipment leases for the acquisition of personal property provided, however, that Lender obtains a nondisturbance agreement from the purchase money lender or equipment lessor in form and substance as may be satisfactory to Lender if the original cost of the equipment exceeds $2,000,000.00.

“Permitted Transfer” means any of the following: [i] an assignment of the Loan by Borrower to any Parent Entity Member or a Primary Affiliate thereof; [ii] the imposition (whether or not consensual) of any Permitted Lien; [iii] a Transfer of any interest in Company, any Borrower, any Operator or GEN which does not result in a Change of Control (as defined in the Master Lease) of such Person; [iv] a Permitted Company Transfer (as defined in the Master Lease); [v] an initial public offering of equity in any Borrower, Company or a Parent Entity Member; [vi] Transfers comprised of the incurrence of indebtedness and liens created in connection therewith, in each case to the extent permitted by the terms of this Agreement, [vii] Transfers of Excluded Entities (as defined in the Master Lease) to Primary Affiliates of Company; [viii] any Transfers of assets by GEN and its Subsidiaries of their respective assets to the extent the Loan is not secured by such assets; [ix] any other Transfer approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, provided that the proposed transferee [a] is a creditworthy entity with sufficient financial stability to satisfy the

financial obligations hereunder; [b] has (or the majority of its senior managers each individually have) not less than 10 years experience in operating health care facilities for the purpose of the applicable Facility Uses; [c] has a favorable business and operational (including quality of care) reputation and character in the industry; and [d] acknowledges, or in the case of an assignment assumes, in writing all of the terms of this Agreement on the part of Borrower to be performed hereunder from and after the date of such Transfer; [x] any Transfer by any Parent Entity Member of any of its interest in Company, so long as, after such Transfer, [1] any one or more of Steven Fishman, Arnold Whitman and/or their respective Primary Affiliates are the beneficial owners, either directly or indirectly, of at least 31%, in the aggregate, of all outstanding voting equity of Company, and [2] any one or more of [A] Steven Fishman, Arnold Whitman and/or their respective Primary Affiliates or Appointees; [B] Lender or its Appointee; and/or [C] the Chief Executive Officer of Company, collectively, comprise a majority, or have the right to appoint a majority, of the members of the board of Company; and [xi] the exchange or Transfer of all or any portion of the stock in GEN held by Genesis Members (as defined in the Master Lease), including interests received by participants in Genesis Healthcare LLC Management Incentive Compensation Plan. For purposes hereof, “Appointee” shall mean an appointee that is permitted under Company’s then current Limited Liability Company Operating Agreement.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust or other legal entity.

“Personal Property” means the Tangible Personal Property and Intangible Personal Property.

“Primary Affiliate” means, with respect to a Person, any other Person that directly or indirectly, primarily controls, or is primarily controlled by, or is under primary common control with the aforementioned Person. “Primary Control” (and the correlative meanings of the terms “controlled by” and “under common control with”) means, with respect to this definition of “Primary Affiliate”, the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of such Person.

“Real Property” means, collectively, the Land, Improvements and Fixtures.

“Receivables” means, in respect of each Borrower, and in each case as solely related to the Real Property of such Borrower encumbered by the Mortgage and the senior housing facility located thereon, and, in respect of each Operator, and in each case as solely related to the Facility operated by such Operator, as applicable: (a) each Controlled Deposit Account (as defined in the ABL Loan Agreement), Controlled Securities Accounts ( as defined in the ABL Loan Agreement) and each Facility Lockbox Account (as defined in the ABL Loan Agreement) and all cash, cash equivalents and money deposited therein; (b) all accounts and all of money, contract rights, chattel paper, documents, securities, investment property and instruments with respect thereto, and all rights, remedies, security, liens and supporting obligations, in, to and in respect of the foregoing, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to the accounts, deposits or other security for the obligation of any account debtor, and credit and other insurance; (c) all

general intangibles (including, but not limited to, payment intangibles), intellectual property, rights, remedies, guarantees, security interests, rights of enforcement and collection, and other property of every kind and description, to the extent necessary for the collection of accounts, including, but not limited to, all provider numbers, health care related licenses, permits, certificates of need and similar governmental authorizations, existing and future customer lists, choses in action, claims, books, records, ledger cards, formulae, tax and other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies, and computer programs, information, software, and data compiled or derived by Borrower Parties or to which Borrower Parties are entitled, all to the extent necessary for the collection of the accounts; (d) all letter of credit rights and commercial tort claims with respect to, evidencing, directly relating to or necessary for the collection of accounts; (e) all books and records pertaining to the other property described herein; and (f) to the extent not listed above as original collateral, the proceeds (including, without limitation, insurance proceeds) of all of the foregoing, irrespective of whether such proceeds are deposited into a deposit account and/or are transferred from one deposit account to another deposit account and all supporting obligations of all of the foregoing.

“Restricted Transfer” means any Transfer, in whole or in part, by any Parent Entity Member, Borrower, Operator, GEN, Company or any of their Affiliates, of any of the following or any interest therein: [i] the Loan, [ii] any Facility, [iii] any Borrower, [iv] any Operator, [v] GEN, or [vi] any assets of Borrower, Operator or GEN, other than, in each case, a Permitted Transfer.

“Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by [i] the United States government (including, without limitation, OFAC) or [ii] the United Nations Security Council, the European Union or any member state thereof, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Secured Obligations” has the meaning set forth in the Mortgage.

“Security Agreement” means the Security Agreement of even date between Operator and Lender, as amended from time to time.

“State” means the State of Ohio.

“Tangible Personal Property” means all machinery, furniture, equipment, trade fixtures, appliances, inventory, and other goods, except inventory sold or consumed in the ordinary course of business (as “equipment”, “inventory”, and “goods” are defined for purposes of Article 9) now or hereafter located in or on or used in connection with the Real Property and replacements, additions, and accessions thereto, including without limitation those items which are to become Fixtures or which are building supplies and materials to be incorporated into an Improvement or Fixture.

“Term Loan Agreement” means that certain Term Loan Agreement, dated as of December 3, 2012, among Genesis Healthcare LLC and Sun Healthcare Group, Inc., as borrowers, GEN and certain subsidiaries of GEN party thereto, as guarantors, the lenders party

thereto and Barclays Bank PLC, as administrative agent and collateral agent, and the other parties thereto from time to time, as amended, restated, amended and restated, supplemented and otherwise modified from time to time.

“Title Commitment” means each ALTA Form B Commitment, 2006 form, for mortgage title insurance issued by the Title Company for each Facility, individually and collectively.

“Title Company” means Fidelity National Title Insurance Company.

“Transfer” means any [i] lease or other arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows a third party any rights of use or occupancy, [ii] sale, [iii] exchange, [iv] assignment, [v] merger, [vi] consolidation, [vii] disposition, [viii] pledge, [ix] hypothecation, [x] encumbrance, [xi] other grant of a security interest, [xii] grant of right of first refusal, [xiii] change in ownership, [xiv] conveyance in trust, [xv] gift, [xvi] transfer by bequest, devise or descent, or [xvii] other transfer, including a transfer to a receiver, levying creditor, trustee or receiver in bankruptcy or a general assignment for the benefit of creditors, in each case, of any asset or equity interests, whether direct or indirect, for value or no value, or voluntary or involuntary (including, in each case, by operation of law or other legal or equitable proceedings).

“TX Properties” means the properties identified on Exhibit D located in the State of Texas.

1.3 Incorporation of Amendments . The definition of any agreement, document, or instrument set forth in this Agreement or in any other Loan Document shall be deemed to incorporate all amendments, modifications, and renewals thereof and all substitutions and replacements therefor.

1.4 Exhibits . The following exhibits are attached hereto and incorporated herein:

Exhibit A: Legal Description

Exhibit B: Permitted Exceptions

Exhibit C: Government Authorizations to be Obtained; Zoning Permits

Exhibit D: CA Properties and TX Properties

Exhibit E: Pending Litigation

Exhibit F: Documents to be Delivered

Exhibit G:                                          Certificate and Facility Financial Reports
Exhibit H:                                         Anti-Corruption and Anti-Terrorism Certificate
Exhibit I:                                              Allocated Loan Amounts

ARTICLE 2: LOAN AND LOAN DOCUMENTS

2.1 Obligation to Lend . Subject to the terms and upon the conditions set forth in the Loan Documents, Lender shall lend to Borrower up to the Loan Amount. The indebtedness of Borrower to Lender for the Loan is evidenced by the Note.

2.2 Obligation to Repay . Borrower shall repay the Loan in accordance with the terms of the Note and the other Loan Documents.

2.2.1 Term of the Loan . The term of the Loan will expire on the Maturity Date set forth in the Note.

2.2.2 Interest and Payments . Borrower shall make payments in accordance with the Note at the rates set forth in the Note.

2.3 Use of Proceeds . Borrower shall use the proceeds of the Loan solely for the purpose of paying Approved Costs.

2.4 Security . The Loan is secured by the Mortgage and any other security for the Loan provided to Lender, including the security described in Article 9 of this Agreement. Notwithstanding any other provision hereof or of any Loan Document, if and when Borrower transfers a Facility on commercially reasonable terms and pays to Lender the Extraordinary Net Proceeds (as defined in the Note) derived from such transfer as required by the Note, Lender shall provide to Borrower, at Borrower’s expense, documentation reasonably acceptable to Borrower releasing such Facility from the liens imposed by the Mortgage and the Security Agreement. In addition, notwithstanding any other provision hereof or of any Loan Document, if and when Borrower refinances a Facility and pays to Lender an amount equal to the applicable allocated loan amount as shown on Exhibit I hereto, [i] Lender shall apply the amount so paid against the obligations due hereunder, to be applied as provided in Section 7 of the Note, and [ii] Lender shall provide to Borrower, at Borrower’s expense, documentation reasonably acceptable to Borrower releasing such Facility from the liens imposed by the Mortgage and the Security Agreement.

2.5 Funding Fee . Borrower shall pay the Funding Fee at the date of the initial funding under the Loan.

2.6 Loan Expenses . At the Closing, Borrower shall pay or reimburse Lender for any Loan Expenses incurred up to the Effective Date. Within 30 days after receipt of an invoice therefor, Borrower shall reimburse Lender for any Loan Expenses incurred by Lender. Lender may, at Lender’s option, apply proceeds of the Loan to pay the Funding Fee and Loan Expenses.

2.7 Disbursements . Upon Borrower’s compliance with all conditions precedent, Lender shall disburse the Loan.

2.8 Closing . The Closing shall occur on the Effective Date. Lender may elect to close by exchanging executed counterparts of one or more of the Loan Documents and other closing documents by mail or a national courier service, or by telecopier followed by exchanging documents by mail or national courier service.

2.9 Joint and Several Liability . The liability of each Borrower hereunder and under the Loan Documents shall be joint and several.

ARTICLE 3: CONDITIONS PRECEDENT TO DISBURSEMENT

3.1 Conditions Precedent to Disbursement . Borrower shall comply with, and Lender’s obligation to disburse the Loan shall be conditioned upon Borrower’s performance of the following conditions precedent:

3.1.1 Title Commitment . Lender shall have received the Title Commitment issued by the Title Company committing to insure the Mortgage to be a valid first lien upon the Real Property and all appurtenant easements subject only to Permitted Exceptions. The Title Commitment shall be in form and substance reasonably satisfactory to Lender.

3.1.2 Affidavits . Borrower shall have delivered and shall have caused its Affiliates to deliver such customary Owner’s and No Change Affidavits as Title Company may reasonably require.

3.1.3 Intentionally Omitted .

3.1.4 Legal Opinion . Borrower shall have delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, covering the law of the states of California, Kansas, and Texas and such other federal and state laws as Lender may require.

3.1.5 Appraisal . Borrower shall have delivered to Lender the Appraisal addressed to Lender, and in form and substance reasonably satisfactory to Lender.

3.1.6 Insurance . Borrower shall have delivered to Lender reasonably satisfactory evidence of the property and liability insurance coverage required by Lender.

3.1.7 Loan Documents . Borrower shall have delivered to Lender fully executed originals of the Loan Documents and Guaranty Documents, and, where applicable, such documents shall be in proper form for recording and submitted for recording on the Closing Date.

3.1.8 Organizational Documents . Borrower shall have delivered to Lender copies of GEN’s, Operator’s and the Borrower’s Organizational Documents, and resolutions authorizing the Loan and the Guaranty, certified by Borrower to be true and complete and not revoked or amended since the respective dates thereof.

3.1.9 Intentionally Omitted .

3.1.10 Intentionally Omitted .

3.1.11 Intentionally Omitted .

3.1.12 Intentionally Omitted .

3.1. 13 Licenses and Permits . Borrower shall have delivered to Lender copies of all required licenses, permits, consents, and approvals and other Government Authorizations as

may be needed to comply with all Legal Requirements and such items shall be in full force and effect.

3.1.14 Financial Statements . Borrower shall have delivered to Lender the Financial Statements.

3.1.15 Damage and Destruction . A substantial number of the Facilities shall not have been substantially or materially damaged or destroyed, in whole or in part, by fire or other casualty nor shall eminent domain proceedings have been threatened or be pending with respect to a substantial number of the Facilities. For purposes hereof, a “substantial number” of Facilities shall be a number of Facilities with an aggregate appraised value of $50,000,000 or more.

3.1.16 No Event of Default . There shall be no uncured Event of Default under this Agreement.

3.1.17 Other Closing Requirements . Borrower shall have satisfied all other closing requirements of the Loan Documents.

ARTICLE 4: BORROWER’S REPRESENTATIONS AND WARRANTIES

Borrower hereby makes the following representations and warranties, as of the Effective Date, to Lender and acknowledges that Lender is making the Loan in reliance upon such representations and warranties. Borrower’s representations and warranties shall survive the Closing and, except as specifically provided below, shall continue in full force and effect until Borrower has repaid the Loan in full and performed all other obligations under the Loan Documents.

4.1 Organization and Good Standing . Each Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in and is in good standing under the laws of each state where a Facility owned by the applicable Borrower is located. Each Operator is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in and is in good standing under the laws of each state where a Facility operated by the applicable Operator is located. GEN is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

4.2 Power and Authority . Borrower has the power and authority to execute, deliver, and perform Borrower’s obligations under the Loan Documents and has taken all requisite action to authorize the execution, delivery and performance of Borrower’s obligations under such documents.

4.3 Enforceability . The Loan Documents constitute valid and binding obligations of Borrower or the Affiliate party thereto, enforceable in accordance with their terms. The Guaranty Documents constitute valid and binding obligations of GEN and Operator, enforceable in accordance with their terms.

4.4 No Violation . The execution, delivery and performance of the Loan Documents and Guaranty Documents and the consummation of the Transactions and the transactions contemplated by the Loan Documents and Guaranty Documents [i] do not conflict with and will not conflict with, and do not result and will not result in a breach of Borrower’s Organizational Documents or the organizational documents of GEN or Operator; [ii] do not conflict with and will not conflict with, and do not result and will not result in a breach of, or constitute or will constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, or result or will result in a creation of any lien or encumbrance (other than the lien of the Mortgage and any liens granted to the Term Loan Lenders and ABL Loan Lenders in compliance with the terms of the applicable Intercreditor Agreement) upon the Facility under any of the terms, conditions or provisions of any agreement or other instrument or obligation to which Borrower, Operator or GEN is a party or by which its assets are bound; and [iii] do not violate and will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to Borrower, Operator, GEN, or the Facility.

4.5 No Litigation . As of the Effective Date and except as disclosed on Exhibit E, [i] (A) there are no actions, suits, proceedings or investigations by any governmental agency or regulatory body pending against Borrower, Operator or any Facility which, if determined adversely to Borrower or Operator, would materially and adversely affect the applicable Facility or the financial condition of the applicable Borrower or Operator and (B) no material actions, suits, proceedings or investigations by any governmental agency or regulatory body pending against GEN; [ii] Borrower has not received written notice of [a] any threatened actions, suits or proceeding or investigations against Borrower, Operator or any Facility which, if determined adversely to Borrower or Operator, would materially and adversely affect the applicable Facility or the financial condition of the applicable Borrower or Operator or [b] any threatened material actions, suits or proceeding or investigations against GEN, in either case at law or in equity, or before any governmental board, agency or authority which, if determined adversely to GEN, would materially and adversely affect the financial condition of GEN; [iii] there are no unsatisfied or outstanding judgments against GEN the existence of which would reasonably be anticipated to materially and adversely affect the financial condition of GEN; [iv] there is no labor dispute materially and adversely affecting the operation or business conducted by Borrower, Operator, GEN, or any Facility; and [v] Borrower does not have actual knowledge of any facts or circumstances which would be reasonably likely to form the basis for any such action, suit, or proceeding.

4.6 Financial Statements . Borrower has furnished Lender with true, correct and complete copies of the Financial Statements. The Financial Statements fairly present the financial position of Borrower, Operator and GEN as applicable, as of the respective dates and the results of operations for the periods then ended in conformance with generally accepted accounting principles applied on a basis consistent with prior periods. The Financial Statements are true, complete and correct and, as of the Effective Date, no material adverse change has occurred since the furnishing of such statements and information. As of the Effective Date, the Financial Statements and other information do not contain any untrue statement or omission of a material fact and are not misleading in any material respect. Borrower, Operator and GEN are solvent, and no bankruptcy, insolvency, or similar proceeding is pending or contemplated by or against Borrower, Operator or GEN.

4.7 Reports and Statements . All reports, statements, certificates and other data furnished by or on behalf of Borrower, Operator or GEN to Lender in connection with the Loan Documents or Guaranty Documents, or the transactions contemplated thereunder, and all representations and warranties made therein, or any certificate or other instrument delivered in connection therewith, are true and correct in all material respects and do not omit to state any material fact or circumstance necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading as of the date of such information, reports, statements or certificates. The copies of all agreements and instruments submitted to Lender are true, correct and complete copies and include all amendments and modifications of such agreements.

4.8 Title to Land . Borrower has good, insurable record fee simple title to the Real Property, free and clear of any and all mortgages, liens, charges, claims, collateral assignments, leases, attachments, levies, encroachments, rights-of-way, equities, restrictions, assessments, and all other title matters whatsoever except for the Permitted Liens.

4.9 Parties in Possession . Except (i) residents of the Facilities and (ii) as disclosed on Exhibit B, there are no parties in possession of the Facility or any material portion thereof as managers, lessees, tenants at sufferance, or trespassers.

4.10 Intentionally Omitted .

4.11 Utilities . There are available at the Land gas, municipal water, and sanitary sewer lines, storm sewers, electrical and telephone services in operating condition which are adequate for the current operation of the Facility in all material respects.

4.12 Condemnation and Assessments . As of the Effective Date, Borrower has not received notice of, and there are no pending or, to the best of Borrower’s knowledge, threatened, condemnation, assessment or similar proceedings affecting or relating to the Facility in any material manner.

4.13 Intentionally Omitted .

4.14 Government Authorizations . The Facility is in compliance with all Legal Requirements. Except as otherwise noted on Exhibit C, GEN, Borrower or Operator has obtained all Government Authorizations required to operate the Facility for its Facility Uses (after giving effect to the Transactions) and all such Government Authorizations are in full force and effect. For any such Government Authorizations that GEN, Borrower or Operator has not obtained as of the Effective Date, if any, Borrower has filed, or has caused GEN or Operator to file, all applications and reports and taken all necessary action to obtain such Government Authorizations as soon as possible after the Effective Date, subject to governmental approval, and Borrower has no knowledge of any fact or circumstance that would prevent or delay Borrower’s obtaining of such Government Authorizations.

4.15 Environmental Matters . During the period of Borrower’s or GEN’s ownership of the Facility and, except as may be set forth in any Environmental Reports delivered to Lender by GEN or Borrower prior to the Effective Date, to Borrower’s knowledge, for the period prior to Borrower’s or GEN’s ownership of the Facility, [i] the Facility is in material compliance with all

Environmental Laws; [ii] there were no releases or threatened releases of Hazardous Materials on, from, or under the Facility, except in compliance with all Environmental Laws; [iii] no Hazardous Materials have been, are or will be used, generated, stored, or disposed of at the Facility, except in compliance with all Environmental Laws; [iv] asbestos has not been used and will not be used in the construction of any Improvements; [v] no permit is or has been required from the Environmental Protection Agency or any similar agency or department of any state or local government for the use or maintenance of any Improvements; [vi] underground storage tanks on or under the Real Property, if any, have been and currently are being operated in material compliance with all applicable Environmental Laws; [vii] any closure, abandonment in place or removal of an underground storage tank on or from the Real Property was performed in material compliance with applicable Environmental Laws and any such tank had no release contaminating the Real Property or, if there had been a release, the release was remediated in compliance with applicable Environmental Laws to the satisfaction of regulatory authorities; [viii] no summons, citation or inquiry has been made by any such environmental unit, body or agency or a third party demanding any right of recovery for payment or reimbursement for costs incurred under CERCLA or any other Environmental Laws and the Land is not subject to the lien of any such agency; and [ix] Borrower has no actual knowledge that any such Environmental Report is not true, complete and accurate. “Disposal” and “release” shall have the meanings set forth in CERCLA.

4.16 No Default . As of the Effective Date, [i] there is no existing Event of Default by Borrower or any Affiliate under the Loan Documents or by GEN or Operator under the Guaranty Documents; and [ii] no event has occurred which, with the giving of notice or the passage of time, or both, would constitute or result in such an Event of Default.

4.17 ERISA . All plans [as defined in §4021(a) of the Employee Retirement Income Security Act of 1974, as amended or supplemented from time to time (“ERISA”)] for which Borrower is an “employer” or a “substantial employer” [as defined in §§3(5) and 4001(a)(2) of ERISA, respectively] are in compliance with ERISA and the regulations and published interpretations thereunder. To the extent Borrower maintains a qualified defined benefit pension plan: [i] there exists no accumulated funding deficiency; [ii] no reportable event and no prohibited transaction has occurred; [iii] no lien has been filed or threatened to be filed by the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA; and [iv] Borrower has not been deemed to be a substantial employer as of the Effective Date.

4.18 Chief Executive Office . Borrower maintains its chief executive office and its books and records at the address set forth in the introductory paragraph of this Agreement. Borrower does not conduct any of its business or operations other than at its chief executive office and at the Facility.

4.19 Other Name or Entities . Except as disclosed herein, none of Borrower’s or Operator’s business is conducted through any corporate subsidiary, unincorporated association or other entity and neither Borrower nor Operator has, within the six months preceding the date of this Agreement [i] changed its name, or [ii] reconstituted its existence in a state other than its original state of organization.

4.20 Tax Status . If Borrower is a partnership or limited liability company, Borrower is taxable as a partnership or disregarded as an entity separate from its owner under the Internal Revenue Code and all applicable state tax laws.

ARTICLE 5: AFFIRMATIVE COVENANTS

5.1 Perform Obligations . Borrower shall perform all its obligations under the Loan Documents, the Government Authorizations, the Permitted Exceptions, all Insurance Requirements, all Legal Requirements and all Leases, if any.

5.2 Indemnity .

5.2.1 Indemnification . Borrower shall indemnify, save harmless and defend Lender, any successors or assigns of Lender, and Lender’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable, actual and documented out-of-pocket attorneys’ fees and court costs) imposed upon or incurred by or asserted against Lender by reason of [i] ownership of a lender’s interest in the Facility; [ii] any accident or injury to or death of persons or loss of or damage to or loss of the use of property occurring on or about the Facility or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways; [iii] any use, nonuse or condition of the Facility or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways; [iv] performance of any labor or services or the furnishing of any materials or other property in respect of the Facility or any part thereof made or suffered to be made by or on behalf of GEN, Borrower, Operator or any Affiliate; [v] any negligence or tortious act on the part of GEN, Borrower, Operator or any of their respective agents, contractors, lessees, licensees, or invitees; [vi] any work in connection with any alterations, changes, new construction or demolition of the Facility; or [vii] the consummation of the Loan and the execution and delivery of the Loan Documents. Borrower will pay and save Lender harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the State or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Lender in respect of the Mortgage or the Secured Obligations. All amounts payable to Lender under this section shall be payable on written demand and shall be deemed indebtedness secured by the Mortgage and any such amounts which are not paid within 10 days after demand therefor by Lender shall bear interest at the Default Rate. In case any action, suit or proceeding is brought against GEN, Borrower, Operator or any Affiliate by reason of any such occurrence, Borrower shall use its best efforts to defend such action, suit or proceeding.

5.2.2 Notice of Claim . Lender shall notify Borrower in writing of any claim or action brought against Lender in which indemnity may be sought against Borrower pursuant to this section. Such notice shall be given in sufficient time to allow Borrower to defend or participate in such claim or action, but the failure to give such notice in sufficient time shall not constitute a defense hereunder nor in any way impair the obligations of Borrower under this section unless the failure to give such notice precludes Borrower’s defense of any such action.

5.2.3 Survival of Covenants . The covenants of Borrower contained in this section shall remain in full force and effect after the termination of this Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim or cause of action may be brought and payment in full or the satisfaction of such claim or cause of action and of all expenses and charges incurred by Lender relating to the enforcement of the provisions herein specified.

5.2.4 Reimbursement of Expenses . Unless prohibited by law, Borrower hereby agrees to pay to Lender all of the reasonable fees, charges and reasonable out-of-pocket expenses related to the Facility and requested by Lender or required hereby, or incurred by Lender in enforcing the provisions of this Agreement, which are not otherwise required to be paid by Borrower.

5.3 Environmental Indemnity; Audits .

5.3.1 Indemnification . Borrower shall defend, indemnify and hold harmless Lender, any successors to Lender’s interest in this Agreement or the other Loan Documents, and Lender’s and such successors’ directors, officers, employees, agents, and contractors from and against any losses, claims, damages, penalties, fines, liabilities, costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable, actual and documented out-of-pocket consultants’ and attorneys’ fees) incurred by Lender or other indemnitee or assessed against the Facility by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party for clean-up costs or other costs pursuant to CERCLA or any other Environmental Law. Borrower’s indemnity shall survive the termination of this Agreement; provided, however, Borrower shall have no indemnity obligation with respect to [i] Hazardous Materials that are first introduced to the Facility subsequent to the date that GEN’s, Borrower’s or any Affiliate’s legal and equitable ownership and occupancy of the Facility shall have fully terminated; or [ii] Hazardous Materials introduced to the Facility by Lender, its successors or assigns.

5.3.2 Audits . If at any time during the term of the Loan any governmental authority notifies Borrower of a violation of Environmental Laws or Lender reasonably believes that a Facility may violate Environmental Laws, Lender may require one or more additional environmental audits of the Facility by a qualified environmental consultant in such form, scope and substance as specified by Lender, at Borrower’s expense.

5.4 Mechanic’s Liens . Borrower shall not suffer or permit any mechanic’s, materialmen or construction lien claims to be filed or otherwise asserted against the Facility and will promptly discharge the same in case of the filing of any lien claims or proceedings for the enforcement thereof; provided, however, that Borrower shall have the right to contest in good faith and with due diligence the validity of any such lien or claim. If Borrower shall fail promptly either to discharge or to contest claims asserted, then Lender may, at its election (but shall not be required to), procure the release and discharge of any such claim and any judgment or decree thereon and may in its sole discretion effect any settlement or compromise of the same, and any amounts so expended by Lender, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to be an advance. In settling, compromising, or discharging any claims or liens, Lender shall not be required to

inquire into the validity or amount of any such claim and shall have no liability for its actions in connection therewith.

5.5 Personal Property . All of the Personal Property will be kept free and clear of all mortgages, conditional vendor’s liens, equipment leases and all liens, encumbrances, and security interests whatsoever, except for the Permitted Liens. Borrower shall, from time to time upon Lender’s reasonable request, furnish Lender with satisfactory evidence of the foregoing, including searches of applicable public records. Upon Lender’s request and subject to the terms of the Intercreditor Agreement, Borrower shall execute and deliver a security agreement, control agreements, financing statements and other related instruments to evidence and perfect Lender’s security interest in the Personal Property. If Borrower fails to execute any such instrument pursuant to Lender’s request, Lender may execute such instrument as Borrower’s or such entity’s attorney-in-fact pursuant to the power of attorney made by Borrower in the Mortgage. Each Borrower hereby authorizes Lender to file financing statements in any jurisdictions and with such filing offices as Lender determines, in its sole discretion, is necessary or advisable to perfect the security interest granted by any Borrower to Lender in any agreement (including without limitation, the Mortgages). Any such financing statement may indicate the collateral as “all assets of the debtor, whether now owned or hereafter acquired”, “all personal property of the debtor, whether now owned or hereafter acquired”, “all assets of the debtor, whether now owned or hereafter acquired, including without limitation goods that are or are to become fixtures located on the real property described in Exhibit A hereto” or words of similar effect and/or meaning.

5.6 Proceedings to Enjoin or Prevent Use . If any proceedings are filed seeking to enjoin or otherwise prevent or declare invalid or unlawful occupancy, maintenance, or operation of the Improvements or any portion thereof, Borrower will cause such proceedings to be vigorously contested in good faith, and in the event of an adverse ruling or decision, prosecute all allowable appeals therefrom, and will, without limiting the generality of the foregoing, resist the entry or seek the stay of any temporary or permanent injunction that may be entered, and use its best efforts to bring about a favorable and speedy disposition of all such proceedings and any other proceedings.

5.7 Documents and Information .

5.7.1 Furnish Documents . Borrower shall periodically during the term of the Loan deliver to Lender the Annual Financial Statements, Periodic Financial Statements, Anti-Corruption and Anti-Terrorism Certificate and other documents described on Exhibit F within the specified time periods. With each delivery of Annual Financial Statements and Periodic Financial Statements to Lender, Borrower shall also deliver to Lender a certificate signed by the Chief Financial Officer, general partner or managing member (as applicable) of Borrower, an Annual Facility Financial Report or Quarterly Facility Financial Report, as applicable, and a Quarterly Facility Accounts Receivable Aging Report all in the form of Exhibit G. In addition, Borrower shall deliver to Lender the Annual Facility Financial Report and a Quarterly Facility Accounts Receivable Aging Report (based upon internal financial statements) within 60 days after the end of each fiscal year.

5.7.2 Furnish Information . Borrower shall, and shall cause Operator and GEN to, [i] promptly supply Lender with such information concerning their respective financial condition, affairs and property, as Lender may reasonably request from time to time hereafter, including reporting formats used by Lender and electronic filing and transfer; [ii] promptly notify Lender in writing of any condition or event that constitutes a breach or event of default of any term, condition, warranty, representation, or provisions of any Loan Document or any Guaranty Document or any other material agreement, and of any material adverse change in its financial condition; [iii] maintain a standard and modern system of accounting; [iv] permit Lender or any of its agents or representatives to have access to and to examine all of its books and records regarding the financial condition of the Facility at any time or times hereafter during business hours; and [v] permit Lender to copy and make abstracts from any and all of said books and records.

5.7.3 Further Assurances and Information . Borrower shall, and shall cause Operator, GEN or any Affiliate to, on request of Lender from time to time, execute, deliver, and furnish documents as may be necessary to fully consummate the transactions contemplated under this Agreement. Within 15 days after a request from Lender, Borrower shall provide to Lender such additional information regarding Borrower, GEN or Operator, or Borrower’s, GEN’s or Operator’s financial condition or the Facility as Lender, or any existing or proposed creditor of Lender, or any auditor or underwriter of Lender, may require from time to time, including, without limitation, a current Borrower’s Certificate and Facility Financial Report in the form of Exhibit G. Upon Lender’s reasonable request but not more than once every three years, Borrower shall provide to Lender, at Borrower’s expense, an appraisal prepared by an MAI appraiser setting forth the current fair market value of each Facility.

5.7.4 Material Communications . Borrower shall transmit to Lender, within five business days after receipt thereof, any material communication affecting a Facility, the Loan Documents, the Legal Requirements or the Government Authorizations, and Borrower will promptly respond to Lender’s inquiry with respect to such information. Borrower shall promptly notify Lender in writing of any potential, threatened or existing material litigation or proceeding against, or investigation of, Borrower, GEN, Operator or the Facility and of which each such entity has knowledge that if adversely determined could reasonably be expected to adversely affect the right to operate the Facility for its current use or title to the Facility or Lender’s interest therein.

5.7.5 Requirements for Financial Statements . Borrower shall, and shall cause GEN and, to the extent applicable, Operator to, meet the following requirements in connection with the preparation of the financial statements: [i] all audited financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied; [ii] all unaudited financial statements shall be prepared in a manner substantially consistent with prior audited and unaudited financial statements submitted to Lender; [iii] all financial statements shall fairly present the financial condition and performance for the relevant period in all material respects; [iv] the financial statements shall include all notes to the financial statements and a complete schedule of material contingent liabilities and transactions with Affiliates; and [v] the audited financial statements shall contain an unqualified opinion.

5.8 Compliance With Laws . Borrower shall comply with all material Legal Requirements and keep all material Government Authorizations in full force and effect. Borrower, Operator or GEN, as applicable, shall pay when due all taxes and governmental charges of every kind and nature that are assessed or imposed upon Borrower, Operator or GEN at any time during the term of the Loan, including, without limitation, all income, franchise, capital stock, property, sales and use, business, intangible, employee withholding, and all taxes and charges relating to Borrower’s, Operator’s or GEN’s business and operations.

5.9 Broker’s Commission . Borrower shall indemnify Lender from claims of brokers arising by the execution hereof or the consummation of the transactions contemplated hereby and from expenses incurred by Lender in connection with any such claims (including attorneys’ fees).

5.10 Existence and Change in Ownership . Borrower shall, and shall cause Operator and GEN to, maintain its existence throughout the term of this Agreement. Borrower shall not, and shall cause Parent Entity Members, Company, Operator, GEN and their Affiliates to not, effectuate a Restricted Transfer without Lender’s prior written consent, which consent may be withheld in Lender’s sole discretion.

5.11 Financial Covenants . The defined terms used in this section are defined in §5.11.1. The following financial covenants shall be met throughout the term of the Loan:

5.11.1 Definitions .

(a) “ Facility Coverage Ratio ” means the ratio of [i] Facility Net Operating Income for each applicable period; to [ii] all Facility interest payments made on a cash basis, regardless of accounting treatment, and interest payments payable by Lender for the applicable period, excluding such lease and interest payments made by the Excluded Entities.

(b) “ Facility Net Operating Income ” means the collective pre-tax net income of the Facilities plus [i] the amount of the provision for depreciation and amortization; plus [ii] the amount of the provision for interest and facility real estate lease payments; plus [iii] the amount of any non-cash impairment charges, the amount of any loss from unusual or extraordinary items, including costs and expenses included in pre-tax income arising from the Equity Purchase Agreement and any related management incentive or stay-pay plans, a restructuring, and to the extent approved by Lender, acting reasonably, any other non-recurring loss that are in excess of $100,000.00, but excluding any impairments or expenses related to bad debts; minus [iv] an imputed management fee equal to 4% of the Facilities’ collective gross revenue (net of contractual allowances); minus [v] the amount of any cash or non-cash unusual or extraordinary gains and revenues that are in excess of $100,000.00, and to the extent approved by Lender, acting reasonably, any other non-recurring gains and revenue. Borrower agrees that any expenses related to the management incentive or stay-pay plan described under [iii] above will not exceed $50,000,000.

5.11.2 Lease Financial Covenants . Subject to the provisions of Sections 15.7.1, 15.7.6 and 15.7.7 of the Master Lease, Borrower shall cause Company and GEN to comply with

the obligations set forth in Sections 15.7.2 (other than those set forth in Section 15.7.2(b)), 15,7.3, 15.7.4 and 15.7.5 of the Master Lease.

5.11.3 Facility Coverage Ratio . The Facilities shall collectively maintain a Facility Coverage Ratio of not less than 1.00 to 1.00, based upon operating results for the most recent twelve (12) months, tested at the end of each fiscal quarter.

5.11.4 Certain Cure Rights . Company shall have a seventy-five (75) day period, beginning on the date of the applicable fiscal quarter end, to cure a violation of the provisions of Section 5.11.3, such that the action taken to cure such violation would otherwise have satisfied such provisions if taken prior to the applicable fiscal quarter.

5.12 Transfer of License . If Borrower or Operator ceases to operate any Facility for any reason or if Lender or any transferee or purchaser acquires title to a Facility (whether pursuant to foreclosure, deed in lieu of foreclosure or otherwise), Borrower shall, and shall cause Operator to, execute, deliver and file all documents and statements requested by Lender or such other party to effect the transfer of the Facility license and Government Authorizations to such party, subject to any required approval of governmental regulatory authorities, and Borrower shall provide to Lender or such other party all information and records required in connection with the transfer of the license and Government Authorizations.

5.13 Deposit Accounts . From time to time, upon Lender’s request, Borrower shall provide to Lender a true and correct listing of all deposit accounts of Borrower, in such detail as Lender may reasonably require, including the applicable depository institutions and account numbers.

5.14 Compliance with Anti-Terrorism Laws . Borrower shall immediately notify Lender if Borrower has knowledge that Borrower or any Affiliate becomes a Blocked Person or is otherwise listed on any OFAC List or [i] is convicted with respect to, [ii] pleads nolo contendere to, [iii] is indicted with respect to, or [iv] is arraigned and held over on charges involving, money laundering, predicate crimes to money laundering or any Anti-Terrorism Law. Borrower will not, directly or indirectly, nor allow any Affiliate to, directly or indirectly, [a] conduct any business, or engage in any transaction or dealing, with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, [b] deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or [c] engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. In addition, Borrower hereby agrees to provide Lender with any additional information that Lender deems necessary from time to time in order to ensure compliance with the Anti-Terrorism Laws.

5.15 Compliance with Anti-Corruption Laws .

5.15.1 Borrower agrees that, should it learn or have reason to know of: [i] any payment, offer or agreement to make a payment by Borrower or any Affiliate to a Government Related Person for the purpose of obtaining or retaining business, securing any improper

advantage or influencing a person to misuse his or her position, [ii] any other payment, offer, agreement to make or receive or receipt of a payment by Borrower or any Affiliate that would constitute a violation of applicable Anti-Corruption Laws; or [iii] any other development during the term of the Loan that in any way makes inaccurate or incomplete the representations, warranties and certifications of Borrower hereunder given or made as of the Effective Date or at any time during the term, Borrower will immediately advise Lender in writing of such knowledge or suspicion and the entire basis known to Borrower therefor.

5.15.2 Upon a good faith basis and written notification to Borrower, Lender, at Lender’s expense, may conduct an investigation and audit of Borrower’s books, records and accounts to verify compliance with §§5.14, 5.15, 6.11 and 6.12 . Borrower agrees to cooperate fully with such investigation, the scope, method, nature and duration of which shall be at the reasonable discretion of Lender. Borrower agrees that it will provide annually to Lender the Anti-Corruption and Anti-Terrorism Certificate , with such certificate to be delivered with the Annual Financial Statements in accordance with § 15.3.1.

ARTICLE 6: NEGATIVE COVENANTS

Until the Secured Obligations shall have been performed in full, Borrower covenants and agrees that Borrower (and GEN or Operator where applicable) shall not do any of the following without the prior written consent of Lender:

6.1 No Debt . Borrower shall not, and shall not allow Operator to, create, incur, assume, or permit to exist any indebtedness other than [i] trade debt incurred in the ordinary course of Borrower’s or Operator’s business; and [ii] indebtedness that is secured by any Permitted Lien.

6.2 No Liens . Borrower shall not, and shall not allow Operator to, create, incur, or permit to exist [i] any lien, charge, encumbrance, easement or restriction upon the Facility, the Property (as defined in the Mortgage), or any other asset owned directly by Borrower or Operator (including any of their deposit accounts [as “deposit account” is defined for purposes of Article 9]) or [ii] any lien upon or pledge of any interest in Borrower or Operator, except, in either case, for Permitted Liens.

6.3 No Guaranties . Except with respect to the Operator Guaranty and any indebtedness under the ABL Loan Agreement and the Term Loan Agreement incurred in compliance with the Intercreditor Agreement, Borrower shall not, and shall not allow Operator to, create, incur, assume, or permit to exist any guarantee of any loan or other indebtedness except for the endorsement of negotiable instruments for collection in the ordinary course of business.

6.4 No Transfer of Facility . Borrower shall not sell, lease, mortgage, convey or otherwise transfer any legal or equitable interest in the Facility except for transfers made in connection with any Permitted Lien. Notwithstanding the foregoing, Borrower may convey one or more of the Facilities to newly created Persons that become borrowers under this Agreement (each such Person, a “New Borrower”), provided that [i] each such New Borrower shall be 100% owned, directly or indirectly, by GEN or an Affiliate of GEN and [ii] each such New Borrower

will execute an assumption agreement in form reasonably satisfactory to Lender, New Borrower and GEN. In addition, Lender shall not unreasonably withhold its consent to the disposition of any Facility if [a] such disposition is on commercially reasonable terms and [b] the net proceeds of such disposition are applied to a partial prepayment of the Loan Amount.

6.5 No Dissolution . Subject to Section 5.10, Borrower shall not, and shall not allow GEN or Operator to, dissolve, liquidate, merge, consolidate or terminate its existence or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired).

6.6 No Change in Management or Operation . Except with respect to the CA Properties or the TX Properties, GEN or its subsidiary shall remain the licensed operator of each Facility.

6.7 Changes to Licensed Beds. Borrower agrees that, except as expressly otherwise set forth herein, [i] the net number of beds licensed at any individual Facility may not be reduced by more than fifteen percent (15%) of the number of beds licensed at such Facility as of the Effective Date; [ii] the aggregate number of beds licensed at the Facilities, taken as a whole, may not be reduced by more than five percent (5%) of the number of beds licensed at the Facilities, taken as a whole as of the Effective Date, [iii] the aggregate number of skilled nursing facility beds licensed at the Facilities, taken as a whole, may not be reduced by more than five percent (5%) of the number of skilled nursing facility beds licensed at the Facilities, taken as a whole as of the Effective Date (each such limitation, a “ Bed Cap ”). To determine the number of beds being licensed and Borrower’s compliance with each Bed Cap, [a] increases in the number of skilled nursing facility beds being licensed at any Facility shall offset any decreases in the number of skilled nursing facility beds licensed, [b] increases in the number of beds (other than skilled nursing facility beds) licensed at any Facility shall offset any decreases in the number of beds (other than skilled nursing facility beds) licensed, and [c] temporary de-licensed beds and the number of licensed beds reduced as a result of (I) the disposition of any Facility as may be allowed hereunder, (II) the closure of a Facility expressly consented to by Lender, (III) a temporary loss resulting from a Casualty or Condemnation as anticipated by the Mortgage, shall not be treated as lost beds in determining whether the Bed Cap has been breached. In addition, failure to satisfy the Bed Cap as a result of a reduction at the CA Properties shall not be deemed to be a breach of the Bed Cap.

6.8 Contracts . Borrower shall not execute or modify any material contracts or agreements with respect to the Facility or any Lease. Contracts made in the ordinary course of business and in an amount less than $2,000,000.00 shall not be considered “material” for purposes of this paragraph.

6.9 Subordination of Payments to Affiliates . After the occurrence of an Event of Default and until such Event of Default is cured, Borrower shall not, and shall not allow Operator to, make any payments or distributions (including, without limitation, salary, bonuses, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to GEN, any Affiliate or any shareholder, member or partner of Borrower, Operator, GEN, or any Affiliate.

6.10 Change of Location or Name . Borrower shall not, and shall not allow Operator to, change any of the following: [i] the location of its principal place of business or chief executive office, or of any office where any of its books and records are maintained; or [ii] the name under which it conducts any of its business or operations.

6.11 Anti-Terrorism Laws . None of Borrower, Operator, GEN nor any Affiliate is now, or shall be at any time hereafter, a Blocked Person, whether such restriction arises under United States law, regulation, executive orders and OFAC Lists, and neither Borrower, Operator, GEN nor any Affiliate is engaging, or shall engage, in any dealings or transactions with, or shall otherwise be associated with, any Blocked Person. Borrower, Operator and GEN shall not at any time be in violation of any laws or regulations relating to terrorism, money laundering or similar activities, including, without limitation, Anti-Terrorism Laws.

6.12 Anti-Corruption Laws . Borrower covenants and agrees that neither it nor any of its Affiliates has, and covenants and agrees that it will not, and will not allow its Affiliates to, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving Lender or Health Care REIT, Inc., authorize, make, offer, promise to make, request, agree to accept, or accept, any payment or transfer anything of value, directly or indirectly, [i] to secure an improper advantage or illegitimate or unjust benefit, or to influence a person to misuse his or her position or [ii] that is otherwise illegal under any applicable Anti-Corruption Laws. It is the intent of the parties hereto that no payment or transfer of value shall be made which has the purpose or effect of public or commercial bribery; acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business; securing an improper advantage or illegitimate or unjust benefit; or influencing a person to misuse his or her position.

ARTICLE 7: DEFAULT AND REMEDIES

7.1 Event of Default . Any one or more of the following events shall constitute an “Event of Default” hereunder without any advance notice to Borrower unless specified herein:

7.1.1 Borrower fails to pay any installment on the Note or any other monetary obligation payable by Borrower under the Loan Documents within 10 days after such payment is due.

7.1.2 Borrower, GEN or Operator (where applicable) fails to comply with any covenant set forth in §5.10, §5.11 or Article 6 of this Agreement.

7.1.3 Borrower fails to observe and perform any other covenant, condition or agreement under the Loan Documents to be performed by Borrower and [i] continuance of such failure for a period of 30 days after written notice thereof is given to the Borrower by the Lender; or [ii] if, by reason of the nature of such default the same cannot be remedied within the said 30 days, Borrower fails to proceed with reasonable diligence (reasonably satisfactory to Lender) after receipt of the notice to cure the same or, in any event, fails to cure such default within 60 days after receipt of the notice. The foregoing notice and cure provisions do not apply to any Event of Default otherwise specifically described in any other subsection of §7.1.

7.1.4 [i] The filing by Borrower, Operator or GEN of a petition under 11 U.S.C. or the commencement of a bankruptcy or similar proceeding by it; [ii] the failure by Borrower, Operator or GEN within 60 days to dismiss any involuntary bankruptcy petition or other commencement of a bankruptcy, reorganization or similar proceeding against it or to lift or stay any execution, garnishment or attachment of the Facility; [iii] the entry of an order for relief under 11 U.S.C. in respect of Borrower, Operator or GEN; [iv] assignment by Borrower, Operator or GEN for the benefit of its creditors; [v] the entry by Borrower, Operator or GEN into an agreement of composition with its creditors; [vi] the approval by a court of competent jurisdiction of a petition applicable to Borrower, Operator or GEN in any proceeding for its reorganization instituted under the provisions of any state or federal bankruptcy, insolvency, or similar laws; or [vii] appointment by final order, judgment or decree of a court of competent jurisdiction of a receiver of the whole or any substantial part of the properties of Borrower, Operator or GEN (provided such receiver shall not have been removed or discharged within 60 days of the date of his qualification).

7.1.5 [i] Any receiver, administrator, custodian or other person takes possession or control of all or part of the Facility and continues in possession for 60 days; [ii] any writ against all or part of the Facility is not released within 60 days; [iii] any judgment is rendered or proceedings are instituted against all or part of the Facility or Borrower, Operator or GEN which affect all or part of the Facility and which is undismissed for 60 days (except as otherwise provided in this section); [iv] all or a substantial part of the assets of Borrower, Operator or GEN are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors and are not released within 60 days; [v] Borrower, Operator or GEN is enjoined, restrained, or in any way prevented by court order, or any proceeding is filed or commenced seeking to enjoin, restrain, or in any way prevent it from conducting all or a substantial part of its business or affairs and such proceeding is not released within 60 days; or [vi] if a notice of lien, levy, or assessment is filed of record with respect to all or any part of the property of Borrower, Operator or GEN and is not dismissed within 30 days.

7.1.6 Any representation or warranty made by Borrower, Operator or GEN in the Loan Documents, Guaranty Documents, any guaranty of or other security for the Secured Obligations, or any report, certificate, application, financial statement or other instrument furnished by Borrower, Operator or GEN pursuant hereto or thereto shall prove to be false, misleading or incorrect in any material respect as of the date made.

7.1.7 The Bed Cap is breached, taking into account any reduction resulting from the loss of a Facility that Tenant closes in its discretion, but excluding any reductions associated with a casualty or condemnation of any Facility, provided that a breach of subclause (i) of the definition of Bed Cap shall not constitute an Event of Default unless such breach concurrently affects a “substantial number” of Facilities. A “substantial number” of Facilities shall be a number of Facilities with an aggregate appraised value, as of the date hereof, of $50,000,000 or more.

7.1.8 Borrower, Operator, GEN or any Affiliate defaults on any indebtedness or obligation to Lender or any Lender Affiliate, any agreement with Lender or any Lender Affiliate or any Affiliate Obligation, or Borrower, Operator or GEN defaults on any Material Obligation,

and any applicable grace or cure period with respect to default under such indebtedness, obligation or agreement expires without such default having been cured. This provision applies to all such indebtedness, obligations and agreements as they may be amended, modified, extended, or renewed from time to time.

7.2 Remedies on Default . Upon the occurrence of an Event of Default under this Agreement or any Loan Document, and at any time thereafter until Lender waives the default in writing or acknowledges cure of the default in writing, at Lender’s option, without declaration, notice of nonperformance, protest, notice of protest, notice of default, or any other notice or demand of any kind, Lender may, in addition to any other remedies under the Loan Documents, at law or in equity, exercise any one or more of the following remedies concurrently or successively:

7.2.1 Acceleration . Lender may declare the Secured Obligations to be immediately due and payable, without presentment of any kind, demand, notice of dishonor, protest, or other notice of any kind, all of which Borrower hereby waives.

7.2.2 Other Remedies . Lender may take whatever action at law or in equity as may appear necessary or desirable to collect any monies then due and/or thereafter to become due, or to enforce performance of the Secured Obligations.

7.2.3 Waiver . Without waiving any prior or subsequent Event of Default, Lender may waive any Event of Default or, with or without waiving any Event of Default, remedy any default.

7.2.4 Terminate Disbursement . Lender may terminate its obligation, if any, to disburse Loan proceeds.

7.3 Borrower Waivers . Borrower waives [i] any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement; [ii] any objections, defenses, claims or rights with respect to the exercise by Lender of any rights or remedies; [iii] all presentments, demands for performance, notices of performance, protest, notice of protest, notices of dishonor and other notice or demand of any kind; and [iv] all notices of the existence, creation or incurring of any obligation or advance under this Agreement before or after this date.

ARTICLE 8: MISCELLANEOUS

8.1 Advances by Lender . At any time and from time to time, Lender may incur and/or pay and/or advance costs or expenses: [i] which Lender is authorized or has the right (but not necessarily the obligation) to incur or may incur under any Loan Document or any law; [ii] in exercising any right or remedy provided under any Loan Document or in taking any action which Lender is authorized to take under any Loan Document; [iii] which are required to be paid by Borrower under any Loan Document, but which Borrower fails to pay upon demand; or [iv] from which Borrower is required to hold Lender harmless under any Loan Document, but from which Borrower fails to hold Lender harmless. Any costs, expenses, or advances incurred or paid by Lender shall become part of the Loan and, upon demand, shall be paid to Lender together with interest thereon at the Default Rate from the date of disbursement by Lender. Payment of such costs, expenses, or advances shall be secured by the Mortgage.

8.2 Intentionally Omitted .

8.3 Construction of Rights and Remedies and Waiver of Notice and Consent .

8.3.1 Applicability . The provisions of this §8.3 shall apply to all rights and remedies provided by any Loan Document or by law or equity.

8.3.2 Waiver of Notices and Consent to Remedies . Unless otherwise expressly provided herein, any right or remedy may be pursued without notice to or further consent of Borrower, both of which Borrower waives.

8.3.3 Cumulative Rights . Each right or remedy under the Loan Documents is distinct from but cumulative to each other right or remedy and may be exercised independently of, concurrently with, or successively to any other rights and remedies.

8.3.4 Extension or Modification of Loan . No extension of time for or modification of amortization of the Loan shall release the liability or bar the availability of any right or remedy against Borrower or any successor in interest, and Lender shall not be required to commence proceedings against Borrower or any successor or to extend time for payment or otherwise to modify amortization of the Loan secured by this Agreement by reason of any demand by Borrower or any successor.

8.3.5 Right to Select Security . Lender has the right to proceed at its election against all security or against any item or items of such security from time to time, and no action against any item or items of security shall bar subsequent actions against any item or items of security.

8.3.6 Forbearance Not a Waiver . No forbearance in exercising any right or remedy shall operate as a waiver thereof; no forbearance in exercising any right or remedy on any one or more occasion shall operate as a waiver thereof on any further occasion; and no single or partial exercise of any right or remedy shall preclude any other exercise thereof or the exercise of any other right or remedy.

8.3.7 No Waiver . Failure by Lender to insist upon the strict performance of any of the covenants and agreements herein set forth or to exercise any rights or remedies upon default by Borrower hereunder shall not be considered or taken as a waiver or relinquishment for the future of the right to insist upon and to enforce by mandamus or other appropriate legal or equitable remedy strict compliance by Borrower with all of the covenants and conditions hereof, or of the rights to exercise any such rights or remedies, if such default by Borrower is continued or repeated, or of the right to recover possession of the Facility by reason thereof. To the extent permitted by law, any two or more of such rights or remedies may be exercised at the same time.

8.3.8 No Continuing Waivers . If any covenant or agreement contained in the Loan Documents is breached by Borrower and thereafter waived by Lender, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver shall be binding unless it is in writing and signed by Lender. No course of dealing between Lender and Borrower, nor any delay nor omission on the part of Lender in exercising any rights under the Loan Documents, shall operate as a waiver.

8.3.9 Approval Not a Waiver . Lender’s review and approval of any contracts relating to a Facility shall not constitute a waiver by Lender of any of the terms or requirements of the Loan Documents which may conflict with any provision of any such contracts.

8.3.10 No Release . Borrower and any other person now or hereafter obligated for the payment or performance of all or any part of the Note shall not be released from paying and performing under the Note, and the lien of the Mortgage shall not be affected by reason of [i] the failure of Lender to comply with any request of Borrower (or of any other person so obligated), to take action to foreclose the Mortgage or otherwise enforce any of the provisions of the Mortgage or of any of the Secured Obligations, or [ii] the release, regardless of consideration, of the obligations of any person liable for payment or performance of the Note, or any part thereof, or [iii] any agreement or stipulation extending the time of payment or modifying the terms of the Note, and in the event of such agreement or stipulation, Borrower and all such other persons shall continue to be liable under such documents, as amended by such agreement or stipulation, unless expressly released and discharged in writing by Lender.

8.3.11 Waiver of Homestead, Appraisal and Exemption . Borrower, for itself and its successors and assigns, hereby irrevocably waives and releases, to the extent permitted by law, and whether now or hereafter in force, [i] the benefit of any and all valuation and appraisement laws, [ii] any right of redemption after the date of any sale of the Facility upon foreclosure, whether statutory or otherwise, in respect of the Facility, [iii] any applicable homestead or dower laws, and [iv] all exemption laws whatsoever and all moratoriums, extensions or stay laws or rules, or orders of court in the nature of any one or more of them.

8.4 Assignment .

8.4.1 Assignment by Lender . Lender may assign, negotiate, pledge, or transfer this Agreement, the Note, the Mortgage, and all other Loan Documents to any creditors to secure a loan from such creditors to Lender and, in case of such assignment, the rights and remedies of Lender shall be enforceable against Borrower by such creditors with the same force and effect and to the same extent as the same would have been enforceable by Lender but for such assignment. Lender shall have the right to sell participation interests in the Loan provided that Lender shall be designated the agent for all participants in the Loan.

8.4.2 Assignment by Borrower . Borrower shall not assign or attempt to assign its rights nor delegate its obligations under this Agreement.

8.5 Notices . All notices, demands, requests, and consents (hereinafter “notices”) given pursuant to the terms of this Agreement shall be in writing, shall be addressed to the addresses set forth in the introductory paragraph of this Agreement and shall be served by [i] personal delivery; [ii] United States mail, postage prepaid; or [iii] nationally recognized overnight courier. All notices shall be deemed to be given upon the earlier of actual receipt or three days after deposit in the United States mail or one business day after deposit with the overnight courier. Any notices meeting the requirements of this section shall be effective, regardless of whether or not actually received. Lender and Borrower may change their notice address at any time by giving the other party notice of such change.

8.6 Entire Agreement . This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Lender. No representations, warranties, and agreements have been made by Lender except as set forth in this Agreement.

8.7 Severability . If any term or provision of this Agreement is held or deemed by Lender to be invalid or unenforceable, such holding shall not affect the remainder of this Agreement and the same shall remain in full force and effect.

8.8 Captions and Headings . The captions and headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision thereof.

8.9 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State, without giving effect to the conflict of laws rules thereof.

8.10 Binding Effect . This Agreement will be binding upon and inure to the benefit of the heirs, successors, personal representatives, and permitted assigns of Lender and Borrower.

8.11 Modification . This Agreement may only be modified by a writing signed by both Lender and Borrower. All references to this Agreement, whether in this Agreement or in any other document or instrument, shall be deemed to incorporate all amendments, modifications, and renewals of this Agreement made after the date hereof. If Borrower requests Lender’s consent to any change in ownership, merger or consolidation of Borrower, Operator or GEN, any assumption of the Loan, or any modification of the Loan Documents to the extent such consent is required hereunder, Borrower shall provide Lender all relevant information and documents sufficient to enable Lender to evaluate the request. In connection with any request for the assumption of the Loan, Borrower shall pay to Lender a fee in the amount of one percent of the then current principal outstanding balance of the Loan. In addition, in connection with any request for the assumption of or modification to the Loan, Borrower shall pay all of Lender’s reasonable attorney’s fees and expenses and other reasonable out-of-pocket expenses incurred in connection with Lender’s evaluation of Borrower’s request, the preparation of any documents and amendments, the subsequent amendment of any documents between Lender and its collateral pool lenders (if applicable), and all related matters.

8.12 Construction of Agreement . This Agreement has been prepared by Lender and its professional advisors and reviewed by Borrower and its professional advisors. Lender, Borrower and their advisors believe that this Agreement is the product of all their efforts, it expresses their agreement, and that it shall not be interpreted in favor of either Lender or Borrower or against either Lender or Borrower merely because of their efforts in preparing it.

8.13 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original hereof.

8.14 No Third-Party Beneficiary Rights . No person not a party to this Agreement shall have or enjoy any rights hereunder and all third-party beneficiary rights are expressly negated. Without limiting the generality of the foregoing, no one other than Borrower shall have any rights to obtain or compel a disbursement of proceeds of the Loan hereunder.

8.15 Lender’s Authority to Furnish Copies of Loan Documents . Lender may exhibit or furnish the Loan Documents or copies thereof to any potential transferee of the Secured Obligations (whether such transfer is absolute or collateral), to any governmental or regulatory authority in connection with any legal, administrative or regulatory proceedings requiring the disclosure of the terms of the Loan Documents, to Lender’s attorneys, auditors and underwriters, and to any other person or entity for which there is a legitimate business purpose for such disclosure.

8.16 Permitted Contests . Borrower, on its own or on Lender’s behalf (or in Lender’s name), but at Borrower’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition (as defined in the Mortgage) or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim provided that [i] in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lender and from the Facility; [ii] the Facility or any part thereof or interest therein would not be in any immediate danger of being sold, forfeited, attached or lost; [iii] in the case of a Legal Requirement, Lender would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; [iv] in the case of a mechanic’s or materialmen lien, the requirements of §5.4 shall be satisfied; and [v] if such contest be finally resolved against Lender or Borrower, Borrower shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Lender, at Borrower’s expense, shall execute and deliver to Borrower such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Borrower or if Lender so desires, Lender shall join as a party therein. Borrower shall indemnify and save Lender harmless against any liability, cost or expense of any kind that may be imposed upon Lender in connection with any such contest and any loss resulting therefrom.

8.17 Lender Merely a Lender .

8.17. No Agency . Lender is not and will not be in any way the agent for or trustee of Borrower. Lender does not intend to act in any way for or on behalf of Borrower in disbursing the proceeds of the Loan. Its purpose in making the requirements set forth in this Agreement is to protect the validity and priority of the Mortgage and the value of its security. Lender does not intend to be and is not and will not be responsible for the completion of any Improvements erected or to be erected upon the Land; the payment of bills or any other details in connection with the Land and Improvements; any Plans and Specifications prepared in connection with the Land and Improvements; or Borrower’s relations with any contractors, subcontractors, materialmen, or laborers performing work or supplying materials for the Land and Improvements.

8.17.2 No Obligation to Pay . The Mortgage and this Agreement are not to be construed by Borrower or anyone furnishing labor, materials, or any other work or product for improving the Land as an agreement upon the part of Lender to assure that anyone will be paid for furnishing such labor, materials, or any other work or product. Borrower shall be solely responsible for such payments.

8.17.3 No Responsibility for Construction . Lender is not responsible for construction of the Improvements. Notwithstanding inspection of the Land and the Improvements, Lender assumes no responsibility for the quality of construction or workmanship or for the architectural or structural soundness of any Improvements to be erected upon the Land or for the adherence to or approval of any plans and specifications in connection therewith or for any Improvements.

8.18 No Oral Agreements . The following is included in this Agreement pursuant to K.S.A. Section 16-118(b):

(a) This Agreement and all the Loan Documents collectively constitute the written credit agreement which is the final expression of the credit agreement between Borrower and Lender.

(b) This Agreement and all the Loan Documents may not be contradicted by evidence of any prior oral credit agreement or of a contemporaneous oral credit agreement between Borrowers and Lender.

(c) The following space (which Borrower and Lender agree is sufficient space) is provided for the placement of nonstandard terms, if any:

[None]

(d) Borrower and Lender affirm that there is no unwritten oral credit agreement between Borrower and Lender with respect to the subject matter of this Agreement and the other Loan Documents.

Lender’s Initials:

/s/ ECI

Borrowers’ Initials:

/s/ MSS

ARTICLE 9: SECURITY

9.1 Accounts Receivable . The Loan and the Secured Obligations are secured by a second lien in the Receivables of Borrower, Operator and their subsidiaries.

9.2 Mortgage . The Loan and the Secured Obligations are secured by the Mortgage.

9.3 Guaranty . The Loan is guaranteed by GEN and Operator pursuant to the Guaranty.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Lender and Borrower have executed and delivered this Agreement effective as of the Effective Date.

LENDER:	HEALTH CARE REIT, INC.

	By:	/s/ Erin C. Ibele

		Erin C. Ibele, Executive Vice President,
		Head of Human Capital and Corporate Secretary


BORROWER:	EACH BORROWER LISTED ON SCHEDULE I HERETO

	By:	/s/ Michael S. Sherman

		Michael S. Sherman, Secretary

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SCHEDULE I: BORROWERS

FACILITY		BORROWER
California
Devonshire Care Center, Hemet, Riverside County, CA		SHG Resources, LLC
Elmcrest Care Center, El Monte, Los Angeles County, CA		SHG Resources, LLC
Eureka Rehabilitation and Wellness Center, Eureka, Humboldt County, CA		SHG Resources, LLC
Fountain Care Center, Orange, Orange County, CA		SHG Resources, LLC
Granada Rehabilitation and Wellness Center, Eureka, Humboldt County, CA		SHG Resources, LLC
Pacific Rehabilitation and Wellness Center, Eureka, Humboldt, County, CA		SHG Resources, LLC
Seaview Rehabilitation and Wellness Center, Eureka, Humboldt County, CA		SHG Resources, LLC
St. Elizabeth Healthcare and Rehabilitation Center, Fullerton, Orange County, CA		SHG Resources, LLC
Fortuna (St. Luke) Rehabilitation and Wellness Center, Fortuna, Humboldt County, CA		SHG Resources, LLC
The Earlwood, Torrance, Los Angeles County, CA		SHG Resources, LLC
Willow Creek Healthcare Center, Clovis, Fresno County, CA		SHG Resources, LLC
Woodland Care Center, Reseda, Los Angeles County, CA		SHG Resources, LLC
Spring Senior Assisted Living, Torrance, Los Angeles County, CA		SHG Resources, LLC
Fountain Senior Assisted Living, Orange, Orange County, CA		SHG Resources, LLC
Iowa
St. Mary Healthcare and Rehabilitation Center, Davenport, Scott County, IA		East Rusholme Property, LLC
The Rehabilitation Center of Des Moines, Des Moines, Polk County, IA		Riverview Des Moines Property, LLC
Kansas
Vintage Park at Atchison, Atchison, Atchison County, KS		SHG Resources, LLC
Vintage Park at Baldwin City, Baldwin City, Douglas County, KS		SHG Resources, LLC
Vintage Park at Eureka, Eureka, Greenwood County, KS		SHG Resources, LLC
Vintage Park at Fredonia, Fredonia, Wilson County, KS		SHG Resources, LLC
Vintage Park at Gardner, Gardner, Johnson County, KS		SHG Resources, LLC
Vintage Park at Hiawatha, Hiawatha, Brown County, KS		SHG Resources, LLC
Vintage Park at Holton, Holton, Jackson County, KS		SHG Resources, LLC
Vintage Park at Lenexa, Lenexa, Johnson County, KS		SHG Resources, LLC
Vintage Park at Louisburg, Louisburg, Miami County, KS		SHG Resources, LLC
Vintage Park at Neodesha, Neodesha, Wilson County, KS		SHG Resources, LLC
Vintage Park at Osage City, Osage City, Osage County, KS		SHG Resources, LLC
Vintage Park at Osawatomie, Osawatomie, Miami County, KS		SHG Resources, LLC
Vintage Park at Ottawa, Ottawa, Franklin County, KS		SHG Resources, LLC
Vintage Park at Paola, Paola, Miami County, KS		SHG Resources, LLC
Vintage Park at Stanley, Overland Park, Johnson County, Leavenworth County, KS		SHG Resources, LLC
Vintage Park at Tonganoxie, Tonganoxie, Leavenworth County KS		SHG Resources, LLC
Vintage Park at Wamego, Wamego, Pottawatomie County, KS		SHG Resources, LLC
Vintage Park at Waterfront, Wichita, Sedgwick County, KS		SHG Resources, LLC
Baldwin Healthcare and Rehabilitation Center, Baldwin City, Douglas County, KS		SHG Resources, LLC

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FACILITY		BORROWER
Highland Healthcare and Rehabilitation Center, Highland, Doniphan County, KS		SHG Resources, LLC
Louisburg Healthcare and Rehabilitation Center, Louisburg, Miami County, KS		SHG Resources, LLC
Richmond Healthcare and Rehabilitation Center, Richmond, Franklin County, KS		SHG Resources, LLC
Rossville Healthcare and Rehabilitation Center, Rossville, Shawnee County, KS		Rossville Kansas Property, LLC
Sandpiper Healthcare and Rehabilitation Center, Wichita, Sedgwick County,		Sandpiper Wichita Property, LLC
Shawnee Gardens Healthcare and Rehabilitation Center, Shawnee, Johnson County, KS		SHG Resources, LLC
Wathena Healthcare and Rehabilitation Center, Wathena, Doniphan County, KS		SHG Resources, LLC
Missouri
Blue River Rehabilitation Center, Kansas City, Clay County, MO		Blue River Kansas City Property, LLC
Cameron Nursing and Rehabilitation Center, Cameron, Clinton County, MO		Cameron Missouri Property, LLC
Carmel Hills Healthcare and Rehabilitation Center, Independence, Jackson County, MO		Carmel Hills Independence Property, LLC
Holmesdale Healthcare and Rehabilitation Center, Kansas City, Clay County, MO		Holmesdale Property, LLC
Liberty Terrace Healthcare and Rehabilitation Center, Liberty, Clay County, MO		Liberty Terrace Missouri Property, LLC
The Rehabilitation Center of Independence, Independence, Jackson County, MO		Independence Missouri Property, LLC
The Rehabilitation Center of Raymore, Raymore, Cass County, MO		Raymore Missouri Property, LLC
Nevada
St Joseph Transitional Rehabilitation Center, Las Vegas, Clark County, NV		SHG Resources, LLC
Vintage Park at San Martin, Las Vegas, Clark County, NV		SHG Resources, LLC
New Mexico
Albuquerque Heights Healthcare and Rehabilitation Center, Albuquerque, Bernalillo County, NM		Albuquerque Heights Property, LLC
Canyon Transitional Rehabilitation Center, Albuquerque, Bernalillo County, NM		SHG Resources, LLC
Texas
Clairmont Longview, Longview, Gregg County, TX		SHG Resources, LLC
Colonial Manor Care Center, New Braunfels, Comal County, TX		Colonial New Braunfels Property, LLC
Colonial Tyler Care Center, Tyler, Smith County, TX		SHG Resources, LLC
Fort Worth Center of Rehabilitation, Fort Worth, Tarrant County, TX		SHG Resources, LLC
Guadalupe Valley Nursing Center, Seguin, Guadalupe County, TX		SHG Resources, LLC
Hallettsville Rehabilitation and Nursing Center. Hallettsville, Lavaca County, TX		SHG Resources, LLC
Live Oak Nursing Center, George West, Live Oak County, TX		SHG Resources, LLC
Lubbock Hospitality House Nursing and Rehabilitation Center, Lubbock, Tarrant County, TX		Hospitality Lubbock Property, LLC

S-2

FACILITY		BORROWER
Monument Hill Rehabilitation and Nursing Center, La Grange, Fayette County, TX		Monument La Grange Property, LLC
Oak Manor Nursing Center, Flatonia, Fayette County, TX		SHG Resources, LLC
Oakland Manor Nursing Center, Giddings, Lee County, TX		SHG Resources, LLC
Southwood Care Center, Austin, Travis County, TX		SHG Resources, LLC
The Clairmont Tyler, Tyler, Smith County, TX		SHG Resources, LLC
Town & Country Manor, Boerne, Kendall County, TX		Town and Country Boerne Property, LLC

S-3

Exhibit 10.14

THIRD AMENDED & RESTATED CREDIT AGREEMENT

dated as of February 2, 2015,

among

GENESIS HEALTHCARE, INC.

FC-GEN OPERATIONS INVESTMENT, LLC

GENESIS HOLDINGS, LLC

SKILLED HEALTHCARE, LLC

and

THE OTHER ENTITIES LISTED ON ANNEX I,
as Borrowers,

and

THE LENDERS AND L/C ISSUERS PARTY HERETO

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent

GE CAPITAL MARKETS, INC.,
as Sole Book Running Manager, Sole Documentation Agent and Sole Lead Arranger

CAPITAL ONE, N.A.,

as Syndication Agent

· · · ·

TABLE OF CONTENTS

		Page

ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1

Section 1.1	Defined Terms	1

Section 1.2	UCC Terms	47

Section 1.3	Accounting Terms and Principles	48

Section 1.4	Interpretation	48

ARTICLE 2 THE CREDIT FACILITIES		49

Section 2.1	The Commitments	49

Section 2.2	Borrowing Procedures	50

Section 2.3	Swing Loans	52

Section 2.4	Letters of Credit	53

Section 2.5	Reduction and Termination of the Commitments	56

Section 2.6	Repayment of Revolving Loan	56

Section 2.7	Optional Prepayments	56

Section 2.8	Mandatory Prepayments	57

Section 2.9	Interest	57

Section 2.10	Conversion and Continuation Options	58

Section 2.11	Fees	59

Section 2.12	Application of Payments	60

Section 2.13	Payments and Computations	61

Section 2.14	Evidence of Debt	62

Section 2.15	Suspension of LIBOR Rate Option	64

Section 2.16	Breakage Costs; Increased Costs; Capital Requirements	65

Section 2.17	Taxes	66

Section 2.18	Substitution of Lenders	69

Section 2.19	Contribution	70

Section 2.20	Reserved	72

Section 2.21	HUD Revolving Credit Sub-Facility	72

Section 2.22	Defaulting Lenders	73

ARTICLE 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT		74

Section 3.1	Conditions Precedent to Loans and Letters of Credit	74

Section 3.2	Conditions Precedent to Each Loan and Letter of Credit	77

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		78

Section 4.1	Corporate Existence; Financial Statements; Compliance with Law	78

Section 4.2	Loan and Related Documents	80

Section 4.3	Financial Statements	81

Section 4.4	[Reserved]	81

Section 4.5	Material Adverse Effect	81

Section 4.6	Solvency	81

Section 4.7	Litigation	81

Section 4.8	Taxes	81

Section 4.9	Margin Regulations	82

Section 4.10	No Burdensome Obligations; No Defaults	82

Section 4.11	Investment Company Act	82

Section 4.12	Labor Matters	82

Section 4.13	ERISA	83

Section 4.14	Environmental Matters	83

Section 4.15	Intellectual Property	84

Section 4.16	Title; Real Property	84

Section 4.17	Full Disclosure	84

Section 4.18	Patriot Act; OFAC	84

Section 4.19	Eligible Accounts	85

Section 4.20	Use of Proceeds	86

Section 4.21	Insurance	86

Section 4.22	Reportable Transactions	86

Section 4.23	Security Documents	86

Section 4.24	Schedules Deemed Updated	86

ARTICLE 5 FINANCIAL COVENANTS		87

Section 5.1	Consolidated Interest Coverage Ratio	87

Section 5.2	Minimum Consolidated Fixed Charge Coverage Ratio (Adjusted) — ABL	87

Section 5.3	Minimum Consolidated Fixed Charge Coverage Ratio — Term Loan	87

Section 5.4	Maximum Leverage Ratio	88

Section 5.5	Capital Expenditures	88

Section 5.6	Investments to Cure Financial Covenant Defaults	89

ARTICLE 6 REPORTING COVENANTS		90

Section 6.1	Financial Statements	90

Section 6.2	Other Events	92

Section 6.3	Copies of Notices and Reports	93

Section 6.4	Taxes	93

Section 6.5	Labor Matters	93

Section 6.6	ERISA Matters	93

Section 6.7	Environmental Matters	93

Section 6.8	Other Information	94

ARTICLE 7 AFFIRMATIVE COVENANTS		94

Section 7.1	Maintenance of Corporate Existence	94

Section 7.2	Compliance with Laws, Etc.	94

Section 7.3	Payment of Obligations	96

Section 7.4	Maintenance of Property	96

Section 7.5	Maintenance of Insurance	96

Section 7.6	Keeping of Books	96

Section 7.7	Access to Books and Property	96

Section 7.8	Environmental	97

Section 7.9	Post-Closing Obligations	97

Section 7.10	Additional Borrowers and Collateral	97

Section 7.11	Deposit Accounts; Securities Accounts and Cash Collateral Accounts	100

Section 7.12	Cash Management; Agent Collection Account	101

Section 7.13	Further Assurances	105

Section 7.14	Use of Proceeds	105

Section 7.15	Annual Lenders Meeting	105

Section 7.16	Material Master Leases	105

Section 7.17	UPL Programs	105

ARTICLE 8 NEGATIVE COVENANTS		106

Section 8.1	Indebtedness	106

Section 8.2	Liens	109

Section 8.3	Sale and Lease-Back Transactions	113

Section 8.4	Investments	113

Section 8.5	Mergers, Consolidations, Sales of Assets and Acquisitions	116

Section 8.6	Restricted Payments; Restrictive Agreements	118

Section 8.7	Transactions with Affiliates	121

Section 8.8	Change in Nature of Business	122

iii

Section 8.9	Other Indebtedness and Agreements	122

Section 8.10	Accounting Changes; Fiscal Year	123

Section 8.11	Margin Regulations	123

Section 8.12	Tax Receivable Agreement	123

ARTICLE 9 EVENTS OF DEFAULT		123

Section 9.1	Definition	123

Section 9.2	Remedies	125

Section 9.3	Actions in Respect of Letters of Credit	126

ARTICLE 10 ADMINISTRATIVE AGENT		126

Section 10.1	Appointment and Duties	126

Section 10.2	Binding Effect	127

Section 10.3	Use of Discretion	128

Section 10.4	Delegation of Rights and Duties	128

Section 10.5	Reliance and Liability	128

Section 10.6	Administrative Agent Individually	129

Section 10.7	Lender Credit Decision	129

Section 10.8	Expenses; Indemnities	130

Section 10.9	Resignation of Administrative Agent or L/C Issuer	130

Section 10.10	Release of Collateral or Guarantors	131

Section 10.11	Additional Secured Parties	132

ARTICLE 11 MISCELLANEOUS		133

Section 11.1	Amendments, Waivers, Etc.	133

Section 11.2	Assignments and Participations; Binding Effect	135

Section 11.3	Costs and Expenses	138

Section 11.4	Indemnities	139

Section 11.5	Survival	140

Section 11.6	Limitation of Liability for Certain Damages	140

Section 11.7	Lender-Creditor Relationship	140

Section 11.8	Right of Setoff	140

Section 11.9	Sharing of Payments, Etc.	141

Section 11.10	Marshaling; Payments Set Aside; Protective Advances	141

Section 11.11	Notices	142

Section 11.12	Electronic Transmissions	143

Section 11.13	Governing Law	144

Section 11.14	Jurisdiction	144

Section 11.15	WAIVER OF JURY TRIAL	145

Section 11.16	Severability	145

Section 11.17	Execution in Counterparts	145

Section 11.18	Entire Agreement	145

Section 11.19	Usury	146

Section 11.20	Use of Name	146

Section 11.21	Non-Public Information; Confidentiality	146

Section 11.22	Patriot Act Notice	147

Section 11.23	Agent for Loan Parties	147

Section 11.24	Existing Agreements Superseded; Exhibits and Schedules	147

Annexes

Annex I-A		Borrowers

Annex I-B		Guarantors

Annex II		Organizational Chart

Exhibits

Exhibit A		Assignment Agreement

Exhibit B		Note

Exhibit C		Notice of Borrowing

Exhibit D		Swingline Request

Exhibit E		L/C Request

Exhibit F		Notice of Conversion or Continuation

Exhibit G		Compliance Certificate

Exhibit H		[Reserved]

Exhibit I		Borrowing Base Certificate

Exhibit J		Solvency Certificate

Exhibit K		Intercreditor Agreement

Exhibit L		Non-U.S. Lender Tax Statement

Exhibit M		Intercompany Promissory Note

Exhibit N		Tax Receivable Agreement

Schedules

Schedule I

Revolving Credit Commitments

Schedule 1.1A		Approved Insurers

Schedule II		Skilled RE Borrowers

Schedule III		New Loan Parties

Schedule IV		Released Loan Parties

Schedule 2.4(h)		Existing Letters of Credit Deemed Issued Pursuant to Section 2.4

Schedule 4.1		Corporate Existence, Compliance with Law, Licensing Matters

Schedule 4.1(e)		Violations, Deficiencies, Enforcement Actions and Proceedings by Governmental Authorities

Schedule 4.2		Required Permits, Notices or Consents

Schedule 4.3(b)		Material Indebtedness and Material Liabilities

Schedule 4.7		Litigation

Schedule 4.8		Taxes

Schedule 4.12		Collective Bargaining Agreements

Schedule 4.13(a)		ERISA

Schedule 4.13(b)		Foreign Pension Plans

Schedule 4.16		Title; Real Property; Facility Type

Schedule 4.21		Insurance

Schedule 4.23		Security Documents

Schedule 7.2		Provider Payment and Reimbursements Programs; Licenses

Schedule 7.9		Post-Closing Obligations

Schedule 7.10		Non-Borrower Subsidiaries

Schedule 7.11		Deposit Accounts

Schedule 7.12(a)		Facility Lockbox Accounts

Schedule 7.12(b)		Government Receivables Deposit Accounts

Schedule 8.1		Permitted Indebtedness

Schedule 8.2		Permitted Liens

Schedule 8.4		Permitted Existing Investments

Schedule 8.7		Agreement with Affiliates

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT , dated as of February 2, 2015, is entered into by and among GENESIS HEALTHCARE, INC. (formerly known as Skilled Healthcare Group, Inc., “ Ultimate Parent ”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“ LLC Parent ”), SKILLED HEALTHCARE, LLC, a Delaware limited liability company (“ Skilled Holdings ”), GENESIS HOLDINGS, LLC, a Delaware limited liability company (“ Genesis Holdings ”), GENESIS HEALTHCARE LLC (as a Borrower and as agent for the Borrowers pursuant to Section 11.23) and the entities listed with their jurisdiction of organization on Annex I-A hereto and each Person becoming a party hereto as a “Borrower” in accordance with Section 7.10 (collectively, “ Borrowers ”), certain financial institutions from time to time party hereto (as defined below, collectively, “ Lenders ”), L/C Issuers (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION (“ GECC ”), as Administrative Agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, “ Administrative Agent ”).

WHEREAS, certain subsidiaries of Ultimate Party, as “Borrowers” or “Guarantors”, GECC, L/C Issuer and Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of December 3, 2012, as amended by that certain Consent and Amendment No. 1 to Credit Agreement, dated as of April 1, 2013; that certain Amendment No. 2 to Credit Agreement, dated as of June 20, 2013, that certain Amendment No. 3 to Credit Agreement, dated as of June 25, 2013, that certain Amendment No. 4 to Credit Agreement, dated as of July 26, 2013 and that certain Amendment No. 5 to Credit Agreement, dated as of January 21, 2014 (as so amended and as otherwise amended, amended and restated, supplemented or modified prior to the date hereof, the “ Original Credit Agreement ”), pursuant to which Administrative Agent and Lenders agreed to make certain advances and other financial accommodations to Borrowers;

WHEREAS, in connection with the continued working capital and other needs of Borrowers and the other Loan Parties and the consummation of the indirect acquisition, which is to become effective as of the date hereof by LLC Parent of the business of Ultimate Parent (as defined below) (the “ Skilled Acquisition ”) pursuant to and in accordance with the terms of the Purchase and Contribution Agreement, dated as of August 18, 2014, between LLC Parent and Ultimate Parent (the “ Skilled Purchase Agreement ”), and the refinancing and termination in full of the Existing Skilled Credit Facilities (as defined below) and the discharge in full of all guarantees and collateral provided in connection therewith (the “ Skilled Refinancing ”) and to pay related fees and expenses associated with the foregoing, Borrowers and the other Loan Parties have requested, among other things, that Administrative Agent and Lenders (i) increase the Revolving Credit Commitment, (ii) release the Released Loan Parties from their obligations under this Agreement and the other Loan Documents, (iii) join the New Loan Parties as parties to this Agreement and the other Loan Documents, as required, pursuant to the requirements hereof, and (iv) amend certain other covenants and provisions of the Original Credit Agreement; and

WHEREAS, Administrative Agent and Lenders have agreed to the requests of Borrowers and the other Loan Parties on the terms and conditions set forth herein and in the other Loan Documents.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms (a). As used in this Agreement, the following terms have the following meanings:

“ ABL Priority Collateral ” has the meaning specified in the Intercreditor Agreement.

“ Account ” has the meaning specified in the Security Agreement.

“ Account Debtor ” means any Person obligated on any Account of any Borrower, including an Account Debtor that is Medicaid, Medicare or TRICARE.

“ Acquired EBITDA ” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA — Term Loan of such Acquired Entity or Business (determined as if references to the Ultimate Parent and its Subsidiaries in the definition of Consolidated EBITDA — Term Loan were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“ Acquired Entity or Business ” has the meaning specified in the definition of “Consolidated EBITDA — Term Loan”.

“ Acquired Permitted CapEx Amount ” has the meaning specified in Section 5.5 .

“ Administrative Agent ” has the meaning specified in the preamble to this Agreement.

“ Affected Lender ” has the meaning specified in Section 2.18(a) .

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. No Secured Party shall be an Affiliate of any Borrower nor shall any Secured Party be deemed to be an “Affiliate” of any Loan Party solely by virtue of being a “Lender” or “Secured Party” under this Agreement. For purpose of this definition, “ control ” means (i) the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise or (ii) beneficial ownership of 10% or more of the Voting Stock of such Person.

“ Agent Collection Account ” has the meaning specified in Section 7.12(b) .

“ Agreement ” means this Third Amended and Restated Credit Agreement, as it may be amended, restated, replaced or otherwise modified from time to time.

“ Allocable Share ” means, with respect to each Borrower, the percentage obtained by multiplying (i) the aggregate Revolving Credit Commitments as of any date of determination by (ii) the ratio of the revenue attributable to such Borrower to Consolidated revenue.

“ Anti-Terrorism Laws ” has the meaning specified in Section 4.18 .

“ Applicable Indebtedness ” has the meaning specified in the definition of “Weighted Average Life to Maturity”.

“ Applicable Margin ” means either the Applicable Margin — Tranche A-1 Base Rate Loan, the Applicable Margin —Tranche A-1 LIBOR Loan, Applicable Margin — Tranche A-2 Base Rate Loan, the Applicable Margin —Tranche A-2 LIBOR Loan, the Applicable Margin — FILO Tranche LIBOR Loan or the Applicable Margin — FILO Tranche Base Rate Loan.

“ Applicable Margin — FILO Tranche Base Rate Loan ” means, with respect to each Revolving Loan — FILO Tranche that is a Base Rate Loan, 4.0% per annum.

“ Applicable Margin — FILO Tranche LIBOR Loan ” means, with respect to each Revolving Loan — FILO Tranche that is a LIBOR Rate Loan, 5.0% per annum.

“ Applicable Margin — Tranche A-1 Base Rate Loan ” means, with respect to each Revolving Loan — Tranche A-1 that is a Base Rate Loan and each Swing Loan:

Revolving Credit Outstandings — Tranche A-1	Applicable Margin
Greater than 75% of Revolving Credit Commitment — Tranche A-1	2.25	%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit Commitment — Tranche A-1	2.0	%
Less than or equal to 50% of Revolving Credit Commitment — Tranche A-1	1.75	%

“ Applicable Margin — Tranche A-1 LIBOR Loan ” means, with respect to each Revolving Loan — Tranche A-1 that is a LIBOR Rate Loan:

Revolving Credit Outstandings — Tranche A-1	Applicable Margin
Greater than 75% of Revolving Credit Commitment — Tranche A-1	3.25	%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit Commitment — Tranche A-1	3.00	%
Less than or equal to 50% of Revolving Credit Commitment — Tranche A-1	2.75	%

“ Applicable Margin — Tranche A-2 Base Rate Loan ” means, with respect to Revolving Loan — Tranche B that is a Base Rate Loan:

Revolving Credit Outstandings — Tranche A-2	Applicable Margin
Greater than 75% of Revolving Credit Commitment — Tranche A-2	2.00	%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit	1.75	%

Commitment — Tranche A-2
Less than or equal to 50% of Revolving Credit Commitment — Tranche A-2		1.50	%

“ Applicable Margin — Tranche A-2 LIBOR Loan ” means, with respect to Revolving Loan — Tranche B that is a LIBOR Rate Loan:

Revolving Credit Outstandings — Tranche A-2	Applicable Margin
Greater than 75% of Revolving Credit Commitment — Tranche A-2	3.00	%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit Commitment — Tranche A-2	2.75	%
Less than or equal to 50% of Revolving Credit Commitment — Tranche A-2	2.50	%

“ Approved Insurer ” means each Person identified on Schedule 1.1A and any Insurer or other Person (other than Medicaid, Medicare or TRICARE), in each case, as may be approved by Administrative Agent in good faith and in its exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“ Asset Sale ” means the Transfer (by way of merger, casualty, condemnation or otherwise) by any Loan Party to any Person other than any other Loan Party of (a) any Equity Interests or Equity Equivalents of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Loan Parties (other than (i) inventory, damaged, no longer useful or needed, obsolete or worn out assets, scrap, cash and Cash Equivalents, in each case Transferred in the ordinary course of business, (ii) Transfers between or among Subsidiaries that are not Loan Parties, (iii) Transfer of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Transfer are applied to the purchase price of such replacement property (which replacement property is actually promptly purchased), (iv) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Loan Parties, taken as a whole, (v) subject to the limitations set forth in Section 8.4 , Transfers of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, (vi) Transfers of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (vii) Transfers constituting Investments permitted by Section 8.4 , Transfers permitted by Section 8.5(a) , Restricted Payments permitted by Section 8.6 and Liens permitted by Section 8.2 , (viii) the unwinding of any Hedge Agreement, (ix) any Transfer or series of related Transfers having a value not in excess of $1,500,000, (x) the assignment, cancellation, abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Loan Parties, no longer economically practicable to maintain or useful in the conduct of the business of the Loan Parties taken as a whole, and

(xi ) subject to the limitations set forth in Section 7.17 , Transfers of Licenses in connection with the implementation of a UPL Program) .

“ Assignment ” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2 ), accepted by Administrative Agent, in substantially the form of Exhibit A , or any other form approved by Administrative Agent.

“ Audited Financial Statements ” means the Ultimate Parent’s audited C onsolidated balance sheet as of December 31, 2013 and the related C onsolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012.

“ Available Amount ” means (a) the sum of (i) the aggregate cumulative amount, which shall in no event be less than zero, of Excess Cash Flow of the Loan Parties for Fiscal Year 2013 and each full Fiscal Year ending thereafter that is not required, pursuant to the provisions of Section 2.8(c) of the Term Loan Agreement, to be applied to the prepayment of loans thereunder plus (ii) Net Cash Proceeds of Excluded Issuances received by GHLLC after January 21, 2014, minus (b) any amount previously expended pursuant to Section 8.4(l) , Section 8.6(a)(vii)(B) and/or Section 8.9(b)(iv) .

“ Bankruptcy Code ” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. ), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“ Barclays ” means Barclays Bank PLC.

“ Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Administrative Agent), (b) the sum of 3.0% per annum and the Federal Funds Rate, and (c) the sum of (x) the LIBOR Rate, as defined herein, calculated for each such day based on an Interest Period of one (1) month determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin — Tranche A-1 LIBOR Loan, Applicable Margin — Tranche A-2 LIBOR Loan or the Applicable Margin — FILO Tranche LIBOR Loan (as applicable) over the Applicable Margin — Tranche A-1 Base Rate Loan, Applicable Margin — Tranche A-2 Base Rate Loan or the Applicable Margin — FILO Tranche Loan (as applicable), in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “Prime Rate”, the “bank prime loan” rate, the Federal Funds Rate, or the LIBOR Rate for an Interest Period of one (1) month.

“ Base Rate Loan ” means any Loan that bears interest based on the Base Rate.

“ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise), other than a Foreign Pension Plan or Multiemployer Plan, to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Borrowers ” has the meaning specified in the preamble to this Agreement.

“ Borrowing ” means a borrowing consisting of Loans (other than Swing Loans and Loans deemed made pursuant to Section 2.3 ) made in the Revolving Credit Facility on the same day by the Lenders according to their respective Revolving Credit Commitments under the Revolving Credit Facility.

“ Borrowing Availability — FILO Tranche ” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment — FILO Tranche of all Lenders and (ii) Borrowing Base — FILO Tranche.

“ Borrowing Availability — Tranche A-1 ” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment — Tranche A-1 of all Lenders and (ii) Borrowing Base — Tranche A-1, in each case, less the Revolving Credit Outstandings — Tranche A-1.

“ Borrowing Availability — Tranche A-2 ” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment — Tranche A-2 of all Lenders and (ii) Borrowing Base — Tranche A-2, in each case, less the Revolving Credit Outstandings — Tranche A-2

“ Borrowing Base ” means, as of any date of calculation, the sum of the Borrowing Base — Tranche A-1 , the Borrowing Base — Tranche A-2 and the Borrowing Base — FILO Tranche; provided , however , based on the analysis of facts or events first occurring or discovered by Administrative Agent after the Closing Date, Administrative Agent, in its reasonable credit judgment consistent with its underwriting and general business practices, may from time to time (i) adjust the Borrowing Base — Tranche A-1, the Borrowing Base — Tranche A-2, and/or the Borrowing Base — FILO Tranche by applying percentages (known as “liquidity factors”) to the applicable Eligible Accounts by payor class based upon Borrowers’ actual recent collection history for each such payor class (i.e., Medicaid, Medicare, commercial insurance, etc.) in a manner consistent with Administrative Agent’s underwriting practices and procedures and (ii) further reduce the Borrowing Base — Tranche A-1, the Borrowing Base — Tranche A-2, and/or the Borrowing Base — FILO Tranche by such reserves as Administrative Agent deems reasonably appropriate, including reserves for potential future exposure under Secured Hedge Agreements and to reflect historically recurring declines, or projected declines, in the amount of the applicable Eligible Accounts — Tranche A-1 or Eligible Accounts — Tranche A-2, and reserves with respect to all recoupments and overpayments; provided , further , that none of the Borrowing Base — Tranche A-1, the Borrowing Base — Tranche A-2 nor the Borrowing Base — FILO Tranche shall include the applicable Eligible Accounts related to any Loan Party (i) that became a Borrower pursuant to Section 7.10 and which the Administrative Agent has determined in its sole discretion to exclude from the calculation of the Borrowing Base or (ii) against which a case or proceeding referred to in Section 9.1(g) or (h) have been instituted. In the event of any occurrence requiring notice under clause (e) of Section 6.2 , Administrative Agent may immediately require the establishment of reserves that, in its sole credit judgment, are necessary to offset any loss of the applicable Eligible Accounts related to such closing in respect of such Facility. Each such change shall become effective (x) with respect to any Revolving Loan — Tranche A, immediately following notice of such change; provided , however, to the extent that the establishment of such reserve will result in an Revolving Loan — Tranche A Overadvance, Administrative Agent shall not establish such reserve without at least two (2) Business Days prior notice to Borrower and (y) with respect to any Revolving Loan - FILO Tranche Overadvance, immediately without notice of any kind.

“ Borrowing Base — FILO Tranche ” means, as of any date of calculation, 5% of the Eligible Accounts Tranche A-1, as adjusted in accordance with the definition of the term “Borrowing Base”.

“ Borrowing Base — Tranche A-1 ” means, for each applicable period, the percentage of Eligible Accounts - Tranche A-1 set forth opposite such period in the table below, in each case, as adjusted in accordance with the definition of the term “Borrowing Base”:

Period	Advance Rate
Closing Date to, but not including, the first anniversary of the Closing Date	90	%
The first anniversary of the Closing Date, to but not including, the second anniversary of the Closing Date	89	%
The second anniversary of the Closing Date, to but not including, the third anniversary of the Closing Date	88	%
The third anniversary of the Closing Date, to but not including, the fourth anniversary of the Closing Date	87	%
The fourth anniversary of the Closing Date, to but not including, the fifth anniversary of the Closing Date	86	%
Thereafter	85	%

“ Borrowing Base — Tranche A-2 ” means, as of any date of calculation, eighty-five percent (85%) of the Eligible Accounts — Tranche A-2, as adjusted in accordance with the definition of the term “Borrowing Base”:

“ Borrowing Base Certificate ” means a certificate substantially in the form of Exhibit I .

“ Business ” means the business and any services, activities or businesses incidental or directly related or similar or complementary to any business or line of business engaged in by the Loan Parties or any business or business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“ Business Day ” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of any LIBOR Rate or LIBOR Rate Loan or any funding, conversion, continuation, Interest Period or payment of any LIBOR Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

purchase price of assets purchased during such period to the extent the consideration therefor consists of any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business, (iv) expenditures which constitute consideration paid in respect of Permitted Acquisitions and other Investments permitted under Section 8.4 (other than Investments permitted under Section 8.4(j) ), (v) any such expenditures made with the proceeds of any Excluded Issuance or the incurrence of any Indebtedness permitted under this Agreement, (vi) expenditures constituting interest capitalized during such period, (vii) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third-party and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third-party or any other Person, and (viii) solely for purposes of determining compliance with Section 5.5 , any cash expenditure made in connection with any Health Care REIT Asset Buyback.

“ Capital Lease Obligations ” means, at any time, as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or tangible personal property, or a combination thereof, to the extent such obligations are required to be classified and accounted for as capital leases or similar lease financing obligations on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating lease as determined in accordance with GAAP as of the Closing Date, be considered a capital lease for purposes of this definition as a result of any changes in GAAP subsequent to the Closing Date.

“ Cash Collateral Account ” means a deposit account or securities account (including Controlled Deposit Accounts and Controlled Securities Accounts) in the name of a Borrower and under the sole control (as defined in the applicable UCC) of Administrative Agent and (a) in the case of a deposit account, from which such Borrower may not make withdrawals except as permitted by Administrative Agent and (b) in the case of a securities account, with respect to which Administrative Agent shall be the entitlement holder and the only Person authorized to give entitlement orders with respect thereto.

“ Cash Equivalents ” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency or instrumentality of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “ A-2 ” from S&P or at least “ P-2 ” from Moody’s, (c) any commercial paper rated at least “ A-2 ” by S&P or “ P-2 ” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a) , (b) , (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided , however , that the maturities of all obligations specified in any of clauses (a) , (b) , (c ) and (d) above shall not exceed 365 days.

“ Cash Management Document ” means any certificate, agreement or other document executed by the Loan Parties in respect of the Cash Management Obligations of the Loan Parties.

“ Cash Management Obligation ” means, with respect to the Loan Parties, any direct or indirect liability, contingent or otherwise, of any such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ Certificated Security ” has the meaning specified in the Security Agreement.

“ Change of Control ” means that (i) Ultimate Parent shall cease to own directly or indirectly (x) less than 50% of the Equity Interests of LLC Parent, (y) 100% of the Equity Interests of any other of the managing members of LLC Parent or (z) 100% of the Equity Interests of SGH Partnership, LLC or Genesis Partnership, LLC (except, in each case, to the extent expressly permitted by Section 8.5(a)(i)(A) ), (ii) except to the extent expressly permitted by Section 8.5(a)(ii) , Ultimate Parent and LLC Parent shall, collectively, cease to own, directly or indirectly, 100% of the Equity Interests of Parent, Holdings, Skilled Holdings, Genesis Holdings or GHLLC; (iii) Holdings (or, if Holdings is no longer in existence in accordance with Section 8.5(a)(ii) , Parent or LLC Parent) shall cease to own, directly or indirectly, 100% of the Equity Interests of Skilled Holdings, Genesis Holdings or GHLLC; (iv) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors is or becomes the beneficial owner, directly or indirectly, of more than 35% of the Voting Stock of Ultimate Parent and such person or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the Voting Stock of Ultimate Parent than the percentage of outstanding Voting Stock of Ultimate Parent owned by the Permitted Investors or (v) a “change of control” or similar concept under the Term Loan Documents, or any Material Master Leases shall have occurred.

“ Chattel Paper ” has the meaning specified in the Security Agreement.

“ Closing Date ” means February 2, 2015.

“ CMS Bulletin ” has the meaning specified in Section 7.12(a)(iii).

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Collateral ” has the meaning specified therefor in the Security Agreement.

“ Collateral Coverage Requirement ” means at any date of determination, the requirement that the licensed beds of the Loan Parties constitute at least 75.0% of the licensed beds of the Borrowers, taken as a whole as of such date.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit G .

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Concentration Accounts ” has the meaning specified in Section 7.12(a)(i)(B) .

“ Concentration Account Collecting Bank ” has the meaning specified in Section 7.12(a)(i)(B) .

“ Consolidated ” and “ Consolidated Basis ” means, with respect to any Person, the accounts or results of such Person and its Subsidiaries, consolidated in accordance with GAAP, excluding the revenues, expenses, assets and liabilities of variable interest entities having indebtedness that is non-recourse to such Person.

“ Consolidated Cash Interest Expense ” means, for any period, the Consolidated Interest Expense for such period minus the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs (including, without limitation, amortization of financing fees and expenses paid in connection with the transactions contemplated by the Loan Documents and Permitted Acquisitions), (b) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (c) other non-cash interest.

“ Consolidated Current Assets ” means, with respect to any Person, at any date, the Consolidated current assets (other than cash and Cash Equivalents) of such Person.

“ Consolidated Current Liabilities ” means, with respect to any Person, at any date, the Consolidated current liabilities of such Person at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding loans under the Term Loan Facility.

“ Consolidated EBITDA — ABL ” means, with respect to any Person, for any measurement period, (a) Consolidated Net Income for such period plus (b) the sum of, in each case to the extent deducted in the calculation of such Consolidated Net Income but without duplication, (i) provisions for federal and state income taxes, (ii) Consolidated Interest Expense, amortization of debt discount and commissions and other fees and charges associated with certain indebtedness, (iii) losses in the amount of any cash or non-cash unusual or extraordinary losses that are in excess of $100,000 and any other non-recurring losses, (iv) depreciation, depletion and amortization expense, (v) certain aggregate net losses on the transfer of property outside the ordinary course of business, (vi) certain other non-cash expenditures, charges or losses for such period, including the amount of any compensation deduction as the result of any grant of Equity Interests or Equity Equivalents to employees, officers, directors or consultant, (vii) Lease expense, (viii) costs, fees and expenses (A) incurred in connection with the Skilled Transactions on or before the Closing Date (whether or not actually paid on or before the Closing Date) and (B) incurred in connection with the Skilled Transactions after the Closing Date (which shall be added to Consolidated Net Income on a Pro Forma Basis assuming an eighteen (18) month straight-line amortization of such costs, fees and expenses (commencing on the date such amount is incurred)); provided that, in each case of clause (A) and clause (B) , such costs, fees and expenses are, in Administrative Agent’s reasonable judgment, identifiable and factually supportable as being incurred in connection with the Skilled Transactions, (ix) for each measurement period ending within one (1) year following the date of the certificate of occupancy, certain aggregate losses incurred in connection with the startup of newly constructed Facilities; provided , that such losses shall not, in the aggregate, exceed $5,000,000 in any four consecutive Fiscal Quarters, (x) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within (A) 15 months of the date such actions are first taken in connection with the Skilled Transactions or (B) 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA — ABL from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (x) shall not exceed $30,000,000 in the aggregate, in the case of net cost savings and

acquisition synergies with respect to the Skilled Transactions and (y) 15% of Consolidated EBITDA — ABL in any period, otherwise, and (xi) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 8.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any Fiscal Year, minus (c) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains; and minus (d) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) credit for federal and state income taxes, (ii) interest income, (iii) certain aggregate net gain from the transfer of property out of the ordinary course of business, (iv) other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Equity Interests or Equity Equivalent, (v) cash Lease expense accrued during such period, (vi) for each measurement period ending within one (1) year following the date of the certificate of occupancy, certain aggregate gains from the startup of newly constructed Facilities; provided , that such gains shall not, in the aggregate, exceed $5,000,000 in any four consecutive Fiscal Quarters, and (vii) certain other cash payment in respect of expenditures, charges and losses that have been added to Consolidated EBITDA — ABL pursuant to clause (b)(vi) above in any prior period.

“ Consolidated EBITDA — Term Loan ” means, with respect to any Person, for any measurement period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) Consolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization, plus (iv) the amount of any non-cash charges (other than the write-down of current assets), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Skilled Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Transfer, incurrence of (or amendments or modifications to) Indebtedness or issuance of Equity Interests or Equity Equivalents, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), plus (viii) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized (x) within 15 months of the date such actions are first taken in connection with the Skilled Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA — ABL from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause shall not exceed (x) $30,000,000 in the aggregate, in the case of net cost savings and acquisition synergies with respect to the Skilled Transactions or (y) 15% of Consolidated EBITDA — Term Loan in any period, otherwise, plus (ix) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 8.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any Fiscal Year, minus (y) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro

Forma Basis in determining Consolidated EBITDA — Term Loan for any period, without duplication, Acquired EBITDA of any Person acquired by the Borrowers during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, Transferred or otherwise disposed of by the Borrowers during such period (each such Person or business acquired and not subsequently so Transferred, an “ Acquired Entity or Business ”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA — Term Loan for any period the Disposed EBITDA of any Person, property, business Transferred or otherwise disposed of, closed or classified as discontinued operations as classified under GAAP by the Borrowers during such period (each such Person, property, business so sold or Transferred, a “ Sold Entity or Business ”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, Transfer or disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA — Term Loan for any measurement period the Consolidated EBITDA — Term Loan of any newly constructed Facilities for the twelve (12) month period following receipt of a certificate of occupancy for such Facilities, in an aggregate amount not exceeding $5,000,000 in any four consecutive Fiscal Quarters.

“ Consolidated EBITDAR ” means, for any measurement period, Consolidated EBITDA — Term Loan for such period plus, to the extent deducted in determining Consolidated EBITDA — Term Loan for such period, without duplication, Consolidated Rental Expense.

“ Consolidated Fixed Charge Coverage Ratio (Adjusted) — ABL ” means, with respect to any Person, for any measurement period, the ratio of (a) Consolidated EBITDA — ABL for the measurement period minus Capital Expenditures for such period minus federal and state income taxes paid in cash for such period (including, for avoidance of doubt, tax attributes realized during such period in connection with the Tax Receivable Agreement) and payments paid in cash pursuant to the Tax Receivable Agreement for such period, if any to (b) the Consolidated Fixed Charges — ABL for such period.

“ Consolidated Fixed Charge Coverage Ratio — Term Loan ” means, with respect to any Person for any measurement period, the ratio of (i) Consolidated EBITDA — Term Loan minus Maintenance Capital Expenditures for such period to (ii) Consolidated Fixed Charges — Term Loan for the four Fiscal Quarter periods ending on such date calculated on a Pro Forma Basis.

“ Consolidated Fixed Charges — ABL ” means, with respect to any Person, for any measurement period, the sum, determined on a Consolidated Basis without duplication, of (a) Consolidated Interest Expense less interest income, in each case, of such Person and its Subsidiaries earned and paid in cash for such period, (b) the principal amount of Consolidated Total Debt of such Person and its Subsidiaries having a scheduled due date during such period (other than payment of principal under the Term Loan pursuant to Section 2.8(c) of the Term Loan Agreement related to Excess Cash Flow (as defined therein)), (c) federal and state income taxes for such period, if any and (d) certain other commitment fees and other costs, fees and expenses payable by such Person and its Subsidiaries during such period to the extent not already deducted from Consolidated EBITDA — ABL.

“ Consolidated Fixed Charges — Term Loan ” means, with respect to any Person, for any measurement period, the sum of Consolidated Cash Interest Expense and scheduled payments of principal on Consolidated Total Debt (without giving effect to the netting of unrestricted cash and Cash Equivalents pursuant to clause (d) of such definition).

“ Consolidated Interest Coverage Ratio ” means, with respect to any Person, for any measurement period, the ratio of (i) Consolidated EBITDA — Term Loan for such period to (ii) Consolidated Cash

Interest Expense of such Person for the four Fiscal Quarter period ending on such date calculated on a Pro Forma Basis.

“ Consolidated Interest Expense ” means, with respect to any Person, for any measurement period, the sum, determined on a Consolidated Basis without duplication, of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations (other than Real Property Financing Obligations)) of such Person and its Subsidiaries for such period, plus (b) any interest accrued during such period in respect of Indebtedness of such Person and its Subsidiaries that is required to be capitalized rather than included in Consolidated Interest Expense for such period in accordance with GAAP; provided that Consolidated Interest Expense for any period ending on any day prior to the first anniversary of the Closing Date shall be deemed equal to the product of (i) Consolidated Interest Expense computed in accordance with the requirements of this definition for the period from and including the Closing Date to and including such day by (ii) a fraction, the numerator of which is the number of days from and including the Closing Date to and including such day and the denominator of which is 365.

“ Consolidated Net Income ” means, with respect to any Person, for any measurement period, the Net Income or loss of such Person and its Subsidiaries for such period determined on a Consolidated Basis; provided that there shall be excluded, without duplication, (a) the income of such Person and its Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by such Person and its Subsidiaries of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Person and its Subsidiaries), (b) the income or loss of such Person and its Subsidiaries accrued prior to the date such Person becomes a Loan Party or is merged into or consolidated with any of the Loan Parties or the date that such Person’s assets are acquired by any of the Loan Parties, (c) any gains or losses attributable to sales of assets outside of the ordinary course of business, (d) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets (other than current assets), (e) unrealized gains and losses with respect to Hedge Agreements or other derivative instruments for such period, and (f) any gains or losses relating to discontinued operations; provided further that the Net Income of any Person in which any other Person (other than the Loan Parties or any director or foreign national holding qualifying shares in accordance with applicable law) has a joint interest shall be included in Consolidated Net Income only to the extent of the percentage interest of such Person owned by the Loan Parties. In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any Investment or any Transfer permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption.

“ Consolidated Rental Expense ” means, with respect to any Person, for any measurement period, the total rental expense for operating leases and Real Property Financing Obligations of such Person and its Subsidiaries (regardless of the accounting treatment thereof), determined on a Consolidated Basis for such period and adjusted, for avoidance of doubt, to exclude the non-cash impact resulting from the straight-lining of rents; provided that Consolidated Rental Expense shall be reduced by all rental income.

“ Consolidated Total Assets ” means, with respect to any Person, as at any date, the total amount of all assets of such Person and its Subsidiaries determined on a Consolidated Basis as of the last day of the period for which the most recent financial statements were delivered prior to such date of determination.

“ Consolidated Total Debt ” means, with respect to any Person, as at any date, the aggregate principal amount of Indebtedness of such Person less (a) Indebtedness of the type described in clause (e) of the definition of such term to the extent related to Real Property Financing Obligations, (b)

Indebtedness of a type described in clauses (d) and (f) of the definition thereof, (c) any letters of credit, banker acceptances or similar instruments to the extent undrawn and (d) unrestricted cash and Cash Equivalents as shown on the balance sheet on a Consolidated Basis of the Loan Parties in an amount not to exceed $50,000,000 (it being understood that cash and Cash Equivalents on deposit in an account in which the Administrative Agent or the Term Loan Collateral Agent has a perfected Lien constitutes unrestricted cash for purposes hereof).

“ Consolidated Total Leverage Ratio ” means, with respect to any Person, as of any date of determination, the ratio of Consolidated Total Debt as of such date to Consolidated EBITDA — Term Loan of such Person for the four Fiscal Quarter period ending on such date calculated on a Pro Forma Basis.

“ Constituent Documents ” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Equity Interests of such Person.

“ Continuing Directors ” means the directors of Ultimate Parent on the Closing Date and each other director of Ultimate Parent, if (a) such other director has, as of the date of determination, been a director of Ultimate Parent for at least the twelve preceding months, (b) such other director’s nomination for election to the board of directors of Ultimate Parent is recommended by at least 51% of the then Continuing Directors or (c) such other director receives the vote of a Permitted Investor and its Affiliates (excluding any portfolio companies of the Sponsor) in his or her nomination or election by the shareholders of Ultimate Parent.

“ Contractual Obligation ” means, with respect to any Person, any provision of any Security issued by such Person or of any agreement, instrument or other undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound.

“ Control Agreement ” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to Administrative Agent, among Administrative Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to Administrative Agent.

“ Controlled Deposit Account ” means each deposit account (including all funds on deposit therein) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a financial institution approved by Administrative Agent.

“ Controlled Investment Affiliate ” means, as applied to any Person, any other Person that directly or indirectly is in control of, is controlled by, or is under common control with, such Person and that is organized by such Person (or any Person controlling such Person) primarily for the purpose of making equity or debt investments in Ultimate Parent or other portfolio companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

“ Controlled Securities Account ” means each securities account or commodity account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a securities intermediary or commodity intermediary approved by Administrative Agent.

“ Curable Period ” has the meaning specified in Section 5.6(a) .

“ Cure Amount ” has the meaning specified in Section 5.6(a) .

“ Cure Right ” has the meaning specified in Section 5.6(a) .

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“ Defaulting Borrower ” has the meaning specified in Section 2.19(b) .

“ Defaulting Lender ” means, subject to Section 2.22(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and GHLLC in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Administrative Agent and GHLLC in writing that it does not intend to comply with such Lender’s funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or GHLLC, to confirm in writing to the Administrative Agent and GHLLC that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and GHLLC), or (d) after the Closing Date, has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other federal or state regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

(subject to Section 2.22(b) ) upon delivery of written notice of such determination to GHLLC and each Lender.

“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ Disbursement Operating Account ” has the meaning specified in Section 7.12(a)(i)(C) .

“ Disbursement Operating Account Collecting Bank ” has the meaning specified in Section 7.12(a)(i)(C).

“ Disclosure Documents ” means, collectively, (a) all confidential information memoranda and related materials prepared in connection with the syndication of the Revolving Credit Facilities and approved by Borrower, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) all other documents filed by any Loan Party with the SEC.

“ Disposed EBITDA ” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA — Term Loan of such Sold Entity or Business, all as determined on a consolidated basis for such Sold Entity or Business.

“ Disqualified Capital Stock ” means any Equity Interest or Equity Equivalent that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests or Equity Equivalents that do not qualify as “Disqualified Capital Stock”), pursuant to a sinking fund obligation or otherwise (except as the result of a Change of Control or asset sale so long as any rights of the holders thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans and all Obligations that are accrued and payable and the termination of the Revolving Credit Commitments), or is redeemable at the option of the holder thereof, in whole or in part (other than solely for Equity Interests or Equity Equivalents that do not qualify as “Disqualified Capital Stock”), or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest or Equity Equivalent referred to in clause (a) above, in each case at any time prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date; provided that if such Equity Interest or Equity Equivalent is issued to any plan for the benefit of employees of the Loan Parties or by any such plan to such employees, such Equity Interest or Equity Equivalent shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Loan Parties in order to satisfy applicable statutory or regulatory obligations; provided , further , that any Equity Interest or Equity Equivalent held by any present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of the Loan Parties upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Loan Parties.

“ Dollars ” and the sign “$” each mean the lawful money of the United States of America.

“ Electronic Transmission ” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“ Eligible Account ” means an Account of any applicable Borrower generated in the ordinary course of such Borrower’s business from the sale of goods or rendering of Medical Services to a Patient, that is due in its entirety by an Account Debtor that is Medicaid, Medicare, TRICARE or an Approved Insurer under a Third-Party Payor Program or certain individuals and that Administrative Agent, in its reasonable credit judgment, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(i) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to the applicable Borrower by an Account Debtor that is Medicaid, Medicare, TRICARE or an Approved Insurer under a Third-Party Payor Program; provided, however, with respect to (A) an Account Debtor that is an individual, so long as (1) the Account arises solely from the rendering of Medical Services, and (2) the invoice for such Account has been delivered to the Account Debtor (or the Person that is responsible for the payment of such Account on behalf of such Account Debtor), then Accounts in an aggregate amount not to exceed $15,000,000, in each case, shall not become ineligible solely because of this clause (i), and (B) an Account Debtor that is a UPL Hospital, so long as the Account arises under the UPL Documents for managed services in connection with the rendering of Medical Services or base rent due to a Borrower from a UPL Hospital, then Accounts in an amount not to exceed $20,000,000 in the aggregate for all UPL Hospitals shall not become ineligible solely because of this clause (i);

(ii) the Account remains unpaid (A) with respect to Accounts for which Medicaid approval is being sought, but for which Medicaid has not finally approved coverage, more than 90 days past the claim or invoice date (but in no event more than 105 days after the applicable Medical Services have been rendered), (B) with respect to Accounts for which the Account Debtor is a UPL Hospital, the Account of which is not otherwise ineligible hereunder, more than 90 days past the claim or invoice date under the applicable UPL Documents (but in no event more than 120 days after the end of the month in which the applicable Medical Services have been rendered), (C) with respect to Accounts for which the Account Debtor is an individual the Account of which is not otherwise ineligible hereunder, more than 120 days past the claim or invoice date (but in no event more than 135 days after the applicable Medical Services have been rendered), and (D) with respect to all other Accounts, more than 150 days past the claim or invoice date (but in no event more than 165 days after the applicable Medical Services have been rendered);

(iii) the Account is subject to any defense, set-off (in respect of a liquidated amount), counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, right of recoupment, or adjustment of any kind but only to the extent thereof;

(iv) if the Account arises from the performance of Medical Services (either directly or under a UPL Program or similar program), the Medical Services have not actually been performed, the Medical Services were undertaken in violation of any law, or the Medical Services were performed at a Facility (A) where outstanding Medicare or Medicaid survey deficiencies at Level G, H, I, J, K, L or worse have been outstanding for a period of greater than six (6) months or have resulted in the imposition by Centers for Medicare & Medicaid Services or the applicable state survey agency of sanctions in the form of a program termination, temporary management, denial of payment for new admissions as a result of Medicare or Medicaid survey deficiencies, (B) where any Primary License related to such Facility has been and remains revoked, or (C) which has

been, or is expected to be within 30 days of the date on which the relevant Borrowing Base Certificate is to be delivered, closed;

(v) the Account is subject to a Lien (other than Liens in favor of the Administrative Agent or Liens that have been expressly subordinated to the Liens of the Administrative Agent);

(vi) the applicable Borrowers know or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor;

(vii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment;

(viii) the Account Debtor has its principal place of business or executive office outside the United States or the Account is payable in a currency other than U.S. dollars;

(ix) the Account Debtor is an employee, agent, Affiliate or Subsidiary of a Borrower (excluding the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect);

(x) more than 10% of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than 150 days past the invoice date;

(xi) 50% or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Eligible Accounts under this Agreement;

(xii) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached (it being understood that, for purposes of this definition, the words “to the best of Borrowers’ knowledge” shall be deemed excised);

(xiii) the Account is not paid directly to or collected directly or indirectly in the Concentration Account;

(xiv) the Account is not subject to a valid and perfected first priority Lien in favor of Administrative Agent for the benefit of the Secured Parties;

(xv) the applicable Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor with respect to the Account through the judicial process in the Account Debtor’s jurisdiction due to failure of such Borrower to be qualified to conduct business in such jurisdiction, failure to file any notice of business of activities report or otherwise;

(xvi) Accounts for which an invoice has not been sent to the applicable Account Debtor in respect of such Account, in the form otherwise required by such Account Debtor;

(xvii) Accounts owned by a Person acquired in connection with a Permitted Acquisition or implementation of a UPL Program, until such time as customary diligence

investigations (which may include a field examination with respect to such Person or Accounts) are completed to the reasonable satisfaction of Administrative Agent;

(xviii) The Account Debtor is a UPL Hospital and a default shall occurred and is continuing under any UPL Document to which such UPL Hospital is a Party, whether such default shall have occurred as a result of actions or inactions by such UPL Hospital or by the UPL Borrower; or

(xix) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Administrative Agent consistent with its reasonable credit judgment and consistent with its underwriting and general business practices following Administrative Agent’s analysis or audit; provided , that Administrative Agent shall provide notice to Borrowers of any such other specifications and requirements prior to implementation thereof, and such change shall not be effective until the date of delivery of the next Borrowing Base Certificate due after such notice.

“ Eligible Account — Tranche A-1 ” means an Eligible Account of Genesis Holdings or any Genesis Subsidiary.

“ Eligible Account — Tranche A-2 ” means an Eligible Account of Skilled Holdings or any Skilled Subsidiary.

“ Environmental Claims ” means any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by any of the Loan Parties (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or Transfer of real estate) or proceedings pursuant to or in connection with any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “ Claims ”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, (ii) any and all Claims by any third-party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials) or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, and (iii) any and all Claims by any third-party regarding environmental liabilities or obligations assumed or assigned by contract or operation of law.

“ Environmental Indemnity ” means that certain Second Amended and Restated Environmental Indemnity Agreement, dated as of the date hereof, as it may been or may be further supplemented, amended, restated, replaced or otherwise modified from time to time, pursuant to which Loan Parties indemnify Administrative Agent and Lenders for any Environmental Liability.

“ Environmental Laws ” means each applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to pollution, the protection of the environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials).

“ Environmental Liabilities ” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Loan Party as a result of, or related to, any Environmental Claim and resulting from the ownership, lease, sublease or other operation or occupation of property by any Loan Party, whether on, prior or after the Closing Date.

“ Equity Equivalents ” means all securities convertible into or exchangeable for Equity Interests or any other Equity Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Equity Interests or any other Equity Equivalent, whether or not presently convertible, exchangeable or exercisable.

“ Equity Interests ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting, but excluding Indebtedness convertible or exchangeable into Equity Interests prior to the conversion or exchange thereof.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means, collectively, any Loan Party, and any Person under common control, or treated as a single employer, with any Loan Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ ERISA Event ” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA or Section 4043(c) with respect to a Title IV Plan, other than an event for which the notice requirement has been duly waived under the applicable regulations, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Multiemployer Plan, Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder, (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent and (k) the occurrence of a Foreign Benefit Event.

“ E-Fax ” means any system used to receive or transmit faxes electronically.

“ E-Signature ” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“ E-System ” means any electronic system, including Intralinks® and CleraPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“ Event of Default ” has the meaning specified in Section 9.1 .

“ Excess Cash Flow ” means for any period, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA — Term Loan for such Fiscal Year, and (ii) reductions to non-cash working capital of the Loan Parties for such period ( i.e. , the decrease, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such period) over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Loan Parties with respect to such period, (ii) Capital Expenditures made in cash in accordance with Section 5.5 during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA — Term Loan, (iii) permanent repayments of Indebtedness (other than mandatory prepayments of Loans under Section 2.8 ) made in cash (including, the aggregate amount of any premium, make-whole or penalty payments that are made in connection with any prepayment of Indebtedness permitted hereunder to the extent such payments are not deducted in calculating Consolidated Net Income) by the Loan Parties during such Fiscal Year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iv) additions to non-cash working capital for such Fiscal Year ( i.e. , the increase, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such Fiscal Year) and (v) the amount of any Permitted Acquisitions or other Investments made in cash during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA — Term Loan, (vi) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated EBITDA — Term Loan and cash charges included in clauses (c), (d) and (f) of the proviso in the definition of Consolidated Net Income, (vii) [reserved], (viii) an amount equal to any Restricted Payments made pursuant to Sections 8.6(a)(vii)(A) and 8.6(a)(x) in such period and any amounts paid in respect of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement in accordance with the terms of this Agreement prior to the Closing Date) , (ix) to the extent paid in cash, the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause (ix) for any period, (x) to the extent paid in cash, costs, fees and expenses for such period paid in connection with the Skilled Transactions, (xi) to the extent paid in cash, any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Transfer, incurrence of (or amendments or modifications to) Indebtedness or issuance of Equity Interest and Equity Equivalents, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed) , (xii) any Consolidated Cash Interest Expense of the Loan Parties with respect to such period, and (xiii) to the extent unrealized during such period, an amount equal to the amount of cost savings and acquisition synergies included in clauses (viii) and (ix) of the definition of Consolidated EBITDA — Term Loan .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Issuance ” means a Qualified Equity Issuance (other than Qualified Equity Issuances utilized in connection with an exercise of the Loan Parties’ Cure Right under Section 5.6(a) ) ; provided

that the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to clause (v) of the definition of “Capital Expenditures”, Section 8.4(k) and/or Section 8.9(b) .

“ Excluded Swap Obligations ” means any obligation to pay or perform under any Swap Transaction if, and to the extent that, all or a portion of the guarantee of any Guarantor of, or the grant by any Guarantor of a security interest to secure, such Swap Transaction (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of any Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or the grant of such security interest becomes effective with respect to such Swap Transactions. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Transaction that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“ Excluded Taxes ” has the meaning specified in Section 2.17(a).

“ Existing Skilled Credit Agreements ” means (i) that certain Fourth Amended and Restated Credit Agreement and Amendment and Restatement and Additional Term Loan Assumption Agreement, dated April 12, 2012, among Ultimate Parent, the subsidiary guarantors party thereto, Credit Suisse AG as administrative agent and collateral agent, J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC as amendment arrangers and the lenders party thereto; (ii) that certain Credit And Security Agreement, dated December 26, 2013, among certain subsidiaries of Ultimate Parent, as borrowers, and Midcap Financial, LLC; and (iii) that certain Credit and Security Agreement, dated December 26, 2013, among certain subsidiaries of Ultimate Parent, as borrowers, and Midcap Financial, LLC.

“ Facilities ” means, collectively, each hospital, clinic, skilled nursing facility, assisted living facility, independent living facility or mental health facility (or state equivalent of such licensure categories) or other healthcare facility owned, leased or managed by the Loan Parties or any of their Subsidiaries, as listed on Schedule 4.16 ) hereto.

“ Facility Cash Account ” means a deposit account of a Borrower opened to hold certain cash of a particular Facility, the daily balance of which shall not exceed $100,000 individually or $5,000,000 in the aggregate for all such accounts for all Facilities.

“ Facility Depository Banks ” has the meaning specified in Section 7.12(a)(i)(A) .

“ Facility Lockbox Accounts ” has the meaning specified in Section 7.12(a)(i)(A) .

“ Facility Lockbox Agreement ” has the meaning specified in Section 7.12(a)(v)(B).

“ FATCA ” means Sections 1471 through 1474 of the Code (effective as of the Closing Date) (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers, as determined by Administrative Agent in its sole discretion.

“ Federal Reserve Board ” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“ Fee Letter ” means the amended and restated fee letter agreement, dated as of August 18, 2014, addressed to and accepted by Administrative Agent from GHLLC and the other Borrowers; and each other letter agreement executed from time to time, as each may be amended, restated, revised, supplemented, replaced or otherwise modified from time to time, with respect to certain fees to be paid from time to time to Administrative Agent and its Related Persons.

“ Financial Condition Covenants ” means each covenant set forth in Article 5 .

“ Financial Cure Covenant ” has the meaning specified in Section 5.6(a) .

“ Financial Statement ” means each financial statement delivered pursuant to Section 6.1 .

“ Fiscal Quarter ” means each three (3) fiscal month period ending on March 31, June 30, September 30 or December 31.

“ Fiscal Year ” means each 12 month period ending on December 31.

“ Foreign Benefit Event ” means with respect to any Foreign Pension Plan, (a) the failure of any such Foreign Pension Plan or any trust thereunder intended to qualify for tax exempt status under any Requirements of Law, (b) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (c) the failure to make the required contributions or payments under any applicable law on or before the due date for such contributions or payments, (d) the receipt of a notice by a Governmental Authority relating to its intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (e) the incurrence of any liability in excess of $1,000,000 by any Loan Party under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (f) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by any Loan Party, or the imposition on any Loan Party of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of $1,000,000.

“ Foreign Pension Plan ” means any pension plan maintained outside the jurisdiction of the United States that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Free Cash Flow ” means for any period of four consecutive Fiscal Quarters, the excess of (a) Consolidated EBITDA — Term Loan, over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) with respect to such period, (ii) repayments of Indebtedness pursuant to Sections 2.4 and 2.5 of the Term Loan Agreement made in cash by Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) during such period, (iii) any Consolidated Cash Interest Expense of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) with respect to such period and (iv) any Maintenance Capital Expenditures for such period.

and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.3 , all references to “ GAAP ” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements.

“ GECC ” has the meaning specified in the preamble to this Agreement.

“ Genesis Holdings ” has the meaning specified in the preamble to this Agreement.

“ Genesis Subsidiary ” means Genesis Holdings together with each of its direct or indirect Subsidiaries that is a Borrower.

“ GHLLC ” means Genesis HealthCare LLC, a Delaware limited liability company.

“ Government Receivables Deposit Account ” means any deposit account into which payments from Medicaid, Medicare, TRICARE or other state or federal healthcare payor programs are deposited, or in which funds are deposited to provide credit support, ACH support or other reserves for Borrowers, which accounts shall include all accounts listed on Schedule 7.12(b) (as such schedule may be updated from time to time by Borrowers as part of the Compliance Certificate delivered pursuant to Section 6.2(d)).

“ Governmental Authority ” means any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self - regulatory organization (including the National Association of Insurance Commissioners).

“ Guarantee Obligation ” as to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person guaranteeing or by which such Person becomes contingently liable for any Indebtedness, net worth, working capital earnings, leases, dividends or other distributions upon the stock or equity interests (other than Real Property Financing Obligations) (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Transfer of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by Borrowers in good faith.

“ Guarantors ” has the meaning specified in the preamble to this Agreement.

substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, material or substance which is prohibited, limited or regulated by or with respect to which liability is imposed under any Environmental Law.

“ Health Care REIT Asset Buyback ” means the purchase by Genesis Operations LLC or its Subsidiaries from FC-Gen Real Estate, LLC of certain facilities pursuant to the Health Care REIT Lease.

“ Health Care REIT Consent and Amendment Agreement ” means the consent and amendment, dated as of August 18, 2014, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, Health Care REIT, Inc., a Delaware corporation, the Sun Landlords (as defined therein), the Lessor Parties (as defined therein), Genesis Operations, LLC, a Delaware limited liability company, and FC-Gen Operations Investment, LLC, a Delaware limited liability company, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Health Care REIT Intercreditor Agreement ” means the Intercreditor Agreement, dated as of December 3, 2012, by and among the parties to the Health Care REIT Lease, the Landlord Parties (as defined in the Health Care REIT Consent and Amendment Agreement), the Administrative Agent, and the Administrative Agent under the Term Loan Agreement, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Health Care REIT Lease ” means the Ninth Amended and Restated Master Lease Agreement, dated as of December 1, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant, which lease amends and consolidates the Health Care REIT (Genesis) Lease and the Health Care REIT (Sun) Lease, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Health Care REIT (Genesis) Lease ” means the Eighth Amended and Restated Master Lease Agreement, dated as of November 5, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant.

“ Health Care REIT (Sun) Lease ” means the Master Lease Agreement, dated as November 3, 2010, by and among Health Care REIT, Inc., a Delaware limited liability company, HCRI Beachwood, Inc., HCRI Broadview, Inc., HCRI Westlake, Inc., HCRI Indiana Properties, LLC, HCRI Kentucky Properties, LLC, and HH Florida, LLC, collectively, as landlord and Sunbridge Healthcare, LLC, as tenant.

“ Healthcare Laws ” means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions or agreements, in each case, pertaining to or concerned with the establishment, construction, ownership, operation, use or occupancy of a Facility or any part thereof and all material Permits and Primary Licenses, including those relating to the quality and adequacy of care, equipment, personnel, operating policies, additions to facilities and services, medical care, distribution of pharmaceuticals, rate setting, kickbacks, fee splitting, patient healthcare and/or patient healthcare information, including the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder, and as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the

American Recovery and Reinvestment Act of 2009, and the rules and regulations promulgated thereunder (collectively “ HIPAA ”).

“ Hedge Agreements ” means all Interest Rate Contract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“ Highest Lawful Rate ” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a higher maximum nonusurious interest rate than applicable laws now allow.

“ HIPAA ” has the meaning specified in the definition of “Healthcare Laws”.

“ Holdings ” means GEN Operations II, LLC, a Delaware limited liability company.

“ HUD ” means the U.S. Department of Housing and Urban Development.

“ HUD Guarantor ” has the meaning specified in Section 8.1(k) .

“ HUD Sub-Facility ” has the meaning specified in Section 2.21 .

“ HUD Sub-Facility Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of July 26, 2013, by and among the HUD Sub-Facility Entities, as borrowers, GHLLC and GHC Holdings LLC, each as a guarantor, certain other Persons party thereto as guarantors, General Electric Capital Corporation, as administrative agent, and the lenders party thereto, as may be amended, restated, replaced or otherwise modified from time to time.

“ HUD Sub-Facility Entities ” means each of Genesis HealthCare of Maine, LLC, as successor by merger with Genesis HealthCare of Maine, Inc., Belfast Operations, LLC, Camden Operations, LLC, Falmouth Operations, LLC, Farmington Operations, LLC, Kennebunk Operations, LLC, Lewiston Operations, LLC, Orono Operations, LLC, Scarborough Operations, LLC, Skowhegan SNF Operations, LLC, Waterville SNF Operations LLC, Westbrook Operations, LLC, One Price Drive Operations LLC, Peak Medical Gallup, Inc., Peak Medical Farmington, Inc., 1100 Texas Avenue Operations LLC, 14766 Washington Avenue Operations LLC, 12080 Bellaire Way Operations LLC, Genesis Andromeda Operations LLC and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

the fair market value of such Property shall constitute Indebtedness), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock valued at, in the case of redeemable preferred Equity Interests, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Equity Interests plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedge Agreement with a counterparty other than the Administrative Agent in the event of a termination (including an early termination) on the date of determination, and (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above.

“ Indemnified Matter ” has the meaning specified in Section 11.4(a) .

“ Indemnitee ” has the meaning specified in Section 11.4(a) .

“ Insurance Captive ” means Liberty Health Corporation, Ltd., a Bermuda company, or any other insurance captive or other self-insurance program established by a Loan Party.

“ Insurer ” means a Person that insures a Patient against certain of the costs incurred in the receipt by such Patient of Medical Services, or that has an agreement with any Loan Party to compensate such Borrower for providing such goods or services to a Patient, including but not limited to Medicaid, Medicare and TRICARE.

“ Intellectual Property ” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights and copyright applications, domain names, patents and patent applications, trademarks and trademark applications, trade names, rights in technology, trade secrets, know-how and processes.

“ Intercreditor Agreement ” means the Amended and Restated Intercreditor Agreement, dated as of the Closing Date, by and between the Administrative Agent, the Term Loan Collateral Agent and Skilled RE Lender and acknowledged by the Borrowers and the other Loan Parties, and along with any joinders made a part thereof from time to time (or any amendment reasonably acceptable to the Administrative Agent and the Borrowers).

“ Interest Period ” means with respect to any Revolving Loan that is a LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is made or converted to a LIBOR Rate Loan or, if such loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending one (1), two (2), three (3) or six (6) months thereafter, as selected by Borrower pursuant hereto; provided , however , that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another such Business Day that falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) Borrower may not select any Interest Period ending after the Scheduled Revolving Credit Termination Date, (d) Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $5,000,000 and (e) there shall be outstanding at any one time no more than 10 Interest Periods.

“ Interest Rate Contracts ” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“ Investment ” has the meaning specified in Section 8.4 .

“ IRS ” means the Internal Revenue Service of the United States and any successor thereto.

“ Issue ” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing. The terms “ Issued ” and “ Issuance ” have correlative meanings.

“ L/C Cash Collateral Account ” means any Cash Collateral Account (a) specifically designated as such by Borrowers in a notice to Administrative Agent and (b) from and after the effectiveness of such notice, not containing any funds other than those required under the Loan Documents to be placed therein.

“ L/C Issuer ” means (a) GECC or any of its Affiliates or other entity that issues any Letter of Credit for or on behalf of GECC and (b) each Person that hereafter becomes an L/C Issuer with the approval of, and pursuant to an agreement with and in form and substance satisfactory to, Administrative Agent and GHLLC on behalf of the Borrowers, in each case in their capacity as L/C Issuers hereunder and together with their successors.

“ L/C Obligations ” means, for any Letter of Credit at any time, the sum of (a) the L/C Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum undrawn face amount of such Letter of Credit outstanding at such time.

“ L/C Reimbursement Agreement ” has the meaning specified in Section 2.4(a)(iii) .

“ L/C Reimbursement Date ” has the meaning specified in Section 2.4(e) .

“ L/C Reimbursement Obligation ” means, for any Letter of Credit, the obligation of Borrowers to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

“ L/C Request ” has the meaning specified in Section 2.4(b) .

“ L/C Sublimit ” means $150,000,000.

“ Lead Arranger ” GE Capital Markets, Inc., in such capacity.

“ Lease Consent and Amendment Agreement ” means each of the Health Care REIT Lease Consent and Amendment Agreement, Omega Lease Consent and Amendment Agreement and Sabra Lease Consent and Amendment Agreement.

“ Leases ” means all leases and subleases or any similar document affecting the use, enjoyment or occupancy of the real property, including resident care agreements, UPL Documents and service agreements that include an occupancy agreement, whether now existing or hereafter arising.

“ Lender ” means, collectively, each Revolving Credit Lender, Swingline Lender and any other financial institution or other Person that (a) is listed on the signature pages hereof as a “ Lender ”, or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.

“ Letter of Credit ” means any letter of credit Issued pursuant to Section 2.4 .

“ Letter of Credit Obligations ” means all outstanding obligations incurred by the Administrative Agent and the Lenders at the request of the Borrowers or GHLLC, whether direct or indirect, contingent or otherwise, due or not due, in connection with the Issuance of Letters of Credit by L/C Issuers or the purchase of a participation as set forth in Section 2.4 with respect to any Letter of Credit. The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by the Administrative Agent and the Lenders thereupon or pursuant thereto.

“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“ LIBOR — Revolving Loan ” means, with respect to any Interest Period for any Revolving Loan that is a LIBOR Rate Loan, the rate, as determined by Administrative Agent, for deposits in Dollars for the one (1), two (2), three (3) or six (6) month period (corresponding to the applicable Interest Period) appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) on the second full Business Day next preceding the first day of each Interest Period. In the event that such rate does not appear on the Reuters Screen LIBOR01 page at such time, the “ LIBOR ” shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposit in Dollars in the London interbank market as may be selected by Administrative Agent and, in the absence of availability, such other method to determine such offered rate as may be selected by Administrative Agent in its sole discretion.

“ LIBOR Rate ” means, with respect to any Interest Period and for any LIBOR Rate Loan, an interest rate per annum determined as the ratio of (a) LIBOR — Revolving Loan to (b) the difference between the number one and the Reserve Requirements with respect to such Interest Period and for such LIBOR - Revolving Loan.

“ LIBOR Rate Loan ” means any Loan that bears interest based on the LIBOR Rate.

“ Lien ” means any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ LLC Parent ” has the meaning specified in the recitals to this Agreement.

“ Loan ” means any loan made or deemed made by any Lender hereunder.

“ Loan Documents ” means, collectively, this Agreement, any Notes, the Security Documents (including the Intercreditor Agreement, the Material Master Lease Intercreditor Agreements, and the Control Agreements), the L/C Reimbursement Agreements, the Fee Letter, the Secured Hedge Agreements and, when executed, each document executed by a Loan Party and delivered to Administrative Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obligations, including Cash Management Documents, together with any modification of any term, or any waiver with respect to, any of the foregoing; provided , however , that the Loan Documents shall not include any Environmental Indemnity.

“ Loan Parties ” means, collectively, Borrowers and Guarantors. The relationships among the Loan Parties are shown on the organizational chart attached hereto as Annex II .

“ Loan Parties’ Accountants ” means KPMG, LLP or other nationally-recognized independent registered certified public accountants acceptable to Administrative Agent.

“ Maintenance Capital Expenditures ” means, for any measurement period, an aggregate amount equal to $800 for each weighted average licensed bed of the Loan Parties during such period.

“ Majority Controlled Affiliate ” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided , however , that no Secured Party shall be a Majority Controlled Affiliate of the Borrowers. For purpose of this definition, “ control ” means the possession of either (a) the power to vote, or the beneficial ownership of, 51% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Master Lease Intercreditor Agreements ” means the collective reference to the Health Care REIT Intercreditor Agreement, the Sabra Intercreditor Agreement and the Omega Intercreditor Agreement.

“ Master Leases ” means the collective reference to the Health Care REIT Lease, the Sabra Lease, and the Omega Lease, in each case as such Leases are amended, supplemented or otherwise modified from time to time in accordance with the terms of the applicable Master Lease Intercreditor Agreement.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations property or financial condition of the Loan Parties, taken as a whole, or (b) the validity or enforceability of the Loan Documents or the material rights and remedies of the Administrative Agent and the Lenders thereunder, in each case, taken as a whole.

“ Material Borrower ” means at any date of determination, each of Parent Companies, SHG Partnership, LLC, Genesis Partnership LLC, GHLLC, Skilled Holdings, Genesis Holdings and any other Borrower that would account for more than 5%, individually, or 7.5%, with respect to any one or more Borrowers in the aggregate, of the Consolidated Total Assets or gross revenue (as shown on the most recent financial statements of Ultimate Parent delivered pursuant to Section 6.1(a) , 6.1(b) or 6.1(c) , as applicable) of the Borrowers on a Consolidated Basis for such period, determined in accordance with GAAP.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Real Property Financing Obligations), or obligations in respect of one or more Hedge Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding $30,000,000. For purposes of determining Material Indebtedness for all Sections, the “principal amount” of the obligations of any of the Loan Parties in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that any of the Loan Parties would be required to pay if such Hedge Agreement were terminated at such time.

“ Material Master Lease ” means each Master Lease and each other facility master lease agreement entered into by the Loan Parties after the Closing Date if such facility master lease agreement represents greater than 5% of the licensed beds of the Loan Parties, taken as a whole.

“ Material Master Lease Intercreditor Agreement ” means the collective reference to each of the Master Lease Intercreditor Agreements and any other intercreditor or similar agreement entered into pursuant to Section 7.16 .

“ Medicaid ” means (a) the United States of America acting under Title XIX of the Social Security Act, (b) any state or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act, or (c) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Medical Services ” means medical and health care services, performed or provided by any Loan Party to a Patient, which services include, general medical and health care services, physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, assisted living facility services, independent senior housing services, Alzheimer’s services, comprehensive inpatient and outpatient rehabilitation services, home health care services, hospice services, residential and outpatient behavioral healthcare services, and medical or health care equipment provided for a necessary or specifically requested valid and proper medical or health purpose and any other service approved by Administrative Agent in its sole discretion.

“ Medicare ” means (a) the United States of America acting under the Medicare program established pursuant to Title XVIII of the Social Security Act, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“ Mortgage ” means any mortgage, deed of trust, hypothec or other similar document made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers (taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded).

“ Multiemployer Plan ” means a pension plan that is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) subject to Title IV of ERISA to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Net Cash Proceeds ” (a) in connection with any Transfer or any Property Loss Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Transfer or Property Loss Event received by any Loan Party, net of broker’s fees and commissions, attorneys’ fees, accountants’ fees, investment banking fees, consulting fees, amounts (including premiums or penalties, if any) required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Transfer or Property Loss Event (other than any Lien pursuant to a Security Document) and other reasonable fees and expenses (including legal fees and expenses) actually incurred by any Loan Party in connection therewith and net of Taxes paid or reasonably estimated to be payable by such Loan Party as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and any escrow or reserve for any adjustment in respect of the sale price of such asset or assets and indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of the applicable Transfer undertaken by a Loan Party or other liabilities in connection with such Transfer ( provided that upon release of any such escrow or reserve, the amount released shall be considered Net Cash Proceeds) and (b) in connection with any (i) Qualified Equity Issuance or (ii) issuance or sale of debt securities or instruments or the incurrence of Indebtedness, in each case, the cash proceeds received from such issuance or incurrence, net of transaction costs, attorneys’ fees, investment banking fees, accountants’ fees, consulting fees,

underwriting discounts and commissions, placement fees and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith.

“ Net Income ” has the meaning under and shall be determined in accordance with GAAP.

“ New Loan Parties ” certain affiliates of GHLLC listed on Schedule III attached hereto, which are joining this Agreement and the other Loan Documents as of the Closing Date.

“ Non-Borrower Subsidiaries ” means (a) each Subsidiary of Ultimate Parent that (i) is not a Loan Party and (ii) is an Unrestricted Subsidiary (as such term is defined in the Term Loan Agreement). Each Non-Borrower Subsidiary is set forth on Schedule 7.10, which schedule may be updated by written notice to the Administrative Agent; provided that the Borrowers shall only be permitted to (i) designate a Non-Borrower Subsidiary as a Borrower pursuant to Section 7.10 and (ii) designate a Subsidiary as a Non-Borrower Subsidiary so long as (aa) immediately before and after such designation, (1) no Event of Default shall have occurred and be continuing and (2) the Loan Parties shall be in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis, (bb) no Subsidiary may be designated as a Non-Borrower Subsidiary if, after such designation, it would be a Borrower for the purpose of any other Indebtedness of any Loan Party, (cc) the designation of any Subsidiary as a Non-Borrower Subsidiary shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value as determined by the Borrowers in good faith of the Borrowers’ and/or their Subsidiaries’ (as applicable) Investment therein, and (dd) the Borrowers shall have delivered to the Administrative Agent (1) a Borrowing Base Certificate prepared on a Pro Forma Basis as of the date of the re-designation of such Subsidiary giving effect thereto, which Borrowing Base Certificate demonstrates that, after giving effect to any prepayments of the Revolving Loans made at the time of any such re-designation, the Borrowing Availability — Tranche A-1 is greater than $25,000,000 and (2) an officer’s certificate executed by a Responsible Officer of Ultimate Parent, certifying compliance with the requirements of preceding clauses (aa) through (dd), and (b) any Subsidiary of a Non-Borrower Subsidiary.

“ Non-Excluded Taxes ” has the meaning specified in Section 2.17(a).

“ Non-U.S. Lender Party ” has the meaning specified in Section 2.17(d).

“ Note ” means a promissory note of Borrower, in substantially the form of Exhibit B , payable to a Lender and its assigns in a maximum principal amount equal to the amount of such Lender’s Revolving Credit Commitment.

“ Notice of Borrowing ” has the meaning specified in Section 2.2(a) .

“ Notice of Conversion or Continuation ” has the meaning specified in Section 2.10(b) .

“ Notice of Intent to Cure ” has the meaning specified in Section 5.6(b) .

L/C Obligations, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, (c) all obligations under Secured Hedge Agreements, (d) all Cash Management Obligations, and (e) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document (including those payable to L/C Issuers as described in Section 2.11 ).

“ OFAC ” means the Officer of Foreign Assets Control of the United States Department of the Treasury.

“ Omega Lease Consent and Amendment Agreement ” means the agreement to consent, dated as of August 18, 2014, by and among Lessor (as defined therein) and Lessee (as defined therein), as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Omega Intercreditor Agreement ” means the Intercreditor Agreement, dated as of December 3, 2012, by and among the Administrative Agent, the Administrative Agent under the Term Loan Agreement, the Borrowers, Landlord (as defined therein) and Tenants (as defined therein), as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Omega Lease ” means the Consolidated Amended and Restated Master Lease Agreement, dated December 1, 2012, by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement), as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Original Closing Date ” means December 3, 2012.

“ Original Credit Agreement ” has the meaning specified in the Recitals hereto.

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Overpaying Borrower ” has the meaning specified in Section 2.19(a) .

“ Parent ” means GEN Operations I, LLC, a Delaware limited liability company.

“ Parent Companies ” means Ultimate Parent, LLC Parent, Parent, Holdings and Sun Borrower.

“ Patient ” means any Person receiving Medical Services from any Loan Party and all Persons legally liable to pay a Loan Party for such Medical Services other than Insurers.

“ Patriot Act ” has the meaning specified in Section 4.18(a) .

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

permission from any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Permitted Acquisition ” has the meaning specified in Section 8.4(g) .

“ Permitted Investor ” means, collectively, (i) any Person that is a member of LLC Parent as of the Closing Date to the extent such Person, directly or indirectly, owns or controls 10% or more of LLC Parent as of the Closing Date and to the extent such Person has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations, (ii) GEN Management LLC or GEN Management Investors, LLC, and to the extent such entity has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC Healthcare Laws, and other similar regulations), or (iii) any successor of the foregoing pursuant to a Permitted Investor Transfer (which successors, to the extent such successors will, directly or indirectly, own or control 10% or more of any Loan Party, must satisfy requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations).

“ Permitted Investor Transfer ” means one or more of the following, and, in the case of clauses (ii) and (iii) below, with the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed ( provided that Borrowers provide timely information reasonably requested by Administrative Agent with respect to such proposed transferee which approval shall consider criteria including, but not limited to, Administrative Agent’s standards with respect to (x) previous relationships between the Administrative Agent, Lenders and the proposed transferee and its principals, (y) the reputation for integrity, honesty and veracity of the proposed transferee and its principals, owners, officers and directors, and (z) OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws and regulations, and other similar regulations and activities):

(i) any Transfer by a Permitted Investor to another Permitted Investor;

(ii) any Transfer of a direct or indirect interest in Ultimate Parent by a Permitted Investor to a family trust for estate planning purposes; provided that such Permitted Investor does not Transfer the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

(iii) any Transfer from any Permitted Investor of any direct or indirect interest in Ultimate Parent to a Majority Controlled Affiliate, or the admission of a new member into a Permitted Investor, provided the Persons that had the power to direct or cause the direction of the management and policies of such Permitted Investor on the Closing Date retain such power over such Permitted Investor; or

(iv) the purchase by Health Care REIT, Inc. of certain ownership interests in Ultimate Parent pursuant to that certain Amended and Restated Call and Exchange Agreement, dated as of May 25, 2012 (as may be further amended, supplemented or otherwise modified from time to time).

“ Permitted Lien ” means any Lien on or with respect to the property of any Loan Party that is not prohibited by Section 8.2 or any other provision of any Loan Document.

if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to any interest capitalized in connection with, any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized and undrawn letters of credit thereunder or as otherwise permitted pursuant to Section 8.1 , (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) solely with respect to any Permitted Refinancing of the Term Loan Facility, the Skilled RE Credit Facility or any Material Master Lease , the financial covenants and events of default of any such modified, refinanced, refunded, renewed or extended Indebtedness are not, taken as a whole, materially more restrictive to the Loan Parties than the financial covenants and events of default of the Indebtedness being modified, refinanced, refunded, renewed or extended (it being understood and agreed that any such financial covenants or events of default that are substantially similar to those set forth herein shall be deemed not to be materially more restrictive to the Loan Parties) and (e) none of the Loan Parties shall be an obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed or extended except to the extent that such Person was such an obligor or guarantor in respect of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Primary License ” means, with respect to any Facility or Person operating such Facility, as the case may be, the certificate of need, Permit or license to operate as an assisted living, skilled nursing or independent living facility; provided , however , that the Governmental Approvals as defined in the Skilled Purchase Agreement shall suffice as Primary Licenses where new Primary Licenses are being issued as a result of and following the Skilled Acquisition and until such new Primary Licenses are issued.

“ Pro Forma Basis ” means, for any period, with respect to the Skilled Transactions or any proposed acquisition, investment, distribution or any other action which requires compliance with any test or covenant hereunder, compliance as of the transaction date will be determined giving the following pro forma effect to the Skilled Transactions or such proposed acquisition investment, distribution or any such other action: (a) pro forma effect will be given to any Indebtedness incurred during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred on the transaction date as if the Indebtedness had been incurred on the first day of the relevant period; (b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedge Agreement applicable to the Indebtedness if the Hedge Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire relevant period; (c) Consolidated Interest Expense related to any Indebtedness no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the relevant period under this Agreement to the extent of the Loans in effect on the transaction date, will be excluded; and (d) pro forma effect will be given to (i) the joinder or release of Loan Parties, and (ii) the acquisition or Transfer of companies, divisions or lines of businesses by the Loan Parties, including any acquisition or Transfer of a company, division or line of business since the beginning of the relevant period by a Person that became a Borrower after the beginning of the relevant period that have occurred since the beginning of the relevant period as if such events had occurred, and, in the case of any Transfer,

the proceeds thereof applied, on the first day of the relevant period. For purposes of determining Consolidated Interest Expense, Consolidated Cash Interest Expense, Consolidated Fixed Charges — ABL, Consolidated Fixed Charges — Term Loan, Consolidated Rental Expense, Consolidated EBITDA — ABL, Consolidated EBITDA — Term Loan, Consolidated EBITDAR and Consolidated Net Income, any discontinuation of discontinued operations as defined under Financial Accounting Standards Board Accounting Standards Codification 205-20 occurring during the relevant period shall be given effect in accordance with that standard. To the extent that pro forma effect is to be given to an acquisition or Transfer of a company, division or line of business, the pro forma calculation will be based upon the most recent four full Fiscal Quarters for which the relevant financial information is available (including cost savings to the extent such cost savings would be consistent with the definitions of “Consolidated EBITDA — Term Loan” and “Consolidated EBITDA — ABL”).

“ Pro Forma Transaction ” means any transaction consummated in accordance with this Agreement and/or any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“ Pro Rata Outstandings ”, with respect to any Lender at any time, means the sum of (i) the outstanding principal amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender in the L/C Obligations outstanding with respect to all Letters of Credit.

“ Pro Rata Share ” means, with respect to any tranche of Revolving Loans and any Lender thereunder, as applicable, at any time, the percentage obtained by dividing (a) the sum of the Revolving Credit Commitments in such tranche (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder) of such participating Lender then in effect by (b) the sum of the Revolving Credit Commitments in such tranche (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder) of all participating Lenders thereunder then in effect; provided , however , that, if there are no Revolving Credit Commitments in a tranche and no Pro Rata Outstandings thereunder, such participating Lender’s Pro Rata Share shall be determined based on the Pro Rata Share most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any participating Lender pursuant to Section 2.18 .

“ Projections ” means any document delivered pursuant to Section 6.1(g) .

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests or Equity Equivalents.

“ Property Loss Event ” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“ Protective Advance ” has the meaning specified in Section 11.10.

“ Qualified Capital Stock ” means any Equity Interest that is not Disqualified Capital Stock.

“ Qualified Equity Issuance ” means any issuance by Ultimate Parent of its Equity Interests in a public or private offering or contribution to its capital (in each case, other than in the form of Disqualified Capital Stock).

“ Real Property ” means the real property (including improvements thereon) subject to, and described in, the Master Leases, the other Material Master Leases, the Third-Party Leases or owned by a Loan Party.

“ Real Property Financing Obligations ” means, with respect to any Person, financing obligations and Capital Lease Obligations of such Person, to the extent such financing obligations or Capital Lease Obligations are related to real property.

“ Register ” has the meaning specified in Section 2.14(b) .

“ Related Documents ” means, collectively,

(i) the Master Leases and the other Material Master Leases,

(ii) the Master Lease Intercreditor Agreements and each other Material Master Lease Intercreditor Agreement,

(iii) the Skilled Purchase Agreement,

(iv) the Term Loan Agreement,

(v) the Term Loan Documents,

(vi) the Term Loan Second Amendment,

(vii) the Skilled RE Credit Agreement,

(viii) the Skilled RE Loan Documents,

(ix) the UPL Documents, and

(x) the Intercreditor Agreement.

“ Related Person ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officer, employees, agents, attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Release ” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“ Released Loan Parties ” certain affiliates of GHLLC listed on Schedule IV that were parties to the Original Credit Agreement and certain of the other Loan Documents and are released as of the Closing Date.

“ Remedial Action ” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material Released into the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“ Required Lenders ” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided , however , at any time when there

are two or more unaffiliated Lenders under this Agreement, “Required Lenders” shall include at least two unaffiliated Lenders. Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender”.

“ Required Lenders — FILO Tranche ” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments — FILO Tranche (or, if such Revolving Credit Commitments are terminated, the Pro Rata Outstandings in the Revolving Loan FILO Tranche) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided , however , at any time when there are two or more unaffiliated Lenders under this Agreement, “Required Lenders — FILO Tranche” shall include at least two unaffiliated Lenders. Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender — FILO Tranche”.

“ Required Lenders — Tranche A ” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments — Tranche A (or, if such Revolving Credit Commitments are terminated, the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided , however , at any time when there are two or more unaffiliated Lenders under this Agreement, “Required Lenders — Tranche A” shall include at least two unaffiliated Lenders. Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender — Tranche A”.

“ Requirement of Law ” means, with respect to any Person, the Constituent Documents of such Person, and any law, treaty, rule or regulation or determination of a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserve Requirements ” means, with respect to any Interest Period and for any LIBOR Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect two (2) Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

“ Resignation Effective Date ” has the meaning specified in Section 10.9(a) .

“ Responsible Officer ” means, with respect to any Person, any of the chief executive officer, president, senior vice president, chief financial officer (or similar title), chief operating officer, controller or treasurer (or similar title), managing member or general partner of such Person but, in any event, with respect to financial matters, the chief financial officer (or similar title) or treasurer (or similar title) of Ultimate Parent.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock)) with respect to any Equity Interests or Equity Equivalents of Loan Parties, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests or Equity Equivalents in any Loan Party.

“ Restricted Person ” means (i) any Defaulting Lender, (ii) any Borrower, (iii) any Loan Party, (iv) any Permitted Investor, and (v) any officer, director or Affiliate of any of the foregoing.

“ Revolving Credit Commitment ” means, as of the date of any determination, with respect to each Revolving Credit Lender, such Lender’s Revolving Credit Commitment — Tranche A and its Revolving Credit Commitment — FILO Tranche.

“ Revolving Credit Commitment — FILO Tranche ” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “ Revolving Credit Commitment — FILO Tranche ”, as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement.

“ Revolving Credit Commitment — Tranche A ” means, as of the date of any determination, with respect to each Revolving Credit Lender, such Lender’s Revolving Credit Commitment — Tranche A-1 and its Revolving Credit Commitment — Tranche A-2.

“ Revolving Credit Commitment — Tranche A-1 ” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings — Tranche A-1, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “ Revolving Credit Commitment — Tranche A-1 ” as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement.

“ Revolving Credit Commitment — Tranche A-2 ” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings — Tranche A-2, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “ Revolving Credit Commitment — Tranche A-2 ” as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement

“ Revolving Credit Facility ” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit.

“ Revolving Credit Lender ” means each Revolving Credit Lender — FILO Tranche and each Revolving Credit Lender — Tranche A.

“ Revolving Credit Lender — FILO Tranche ” means each Lender that has a Revolving Credit Commitment — FILO Tranche or holds a Revolving Loan — FILO Tranche.

“ Revolving Credit Lender — Tranche A ” means each Lender that has a Revolving Credit Commitment — Tranche A, holds a Revolving Loan — Tranche A or participates in any Swing Loan or Letter of Credit.

“ Revolving Credit Outstandings — Tranche A ” means the sum of the aggregate amount of the Revolving Credit Outstandings — Tranche A-1 plus the aggregate amount of the Revolving Credit Outstandings — Tranche A-1.

“ Revolving Credit Outstandings — Tranche A-1 ” means, at any time, the sum of, in each case to the extent outstanding at such time, (a) the aggregate principal amount of the Revolving Loans — Tranche A-1 and Swing Loans and (b) the L/C Obligations for all Letters of Credit.

“ Revolving Credit Outstandings — Tranche A-2 ” means, at any time, the sum of, in each case to the extent outstanding at such time, the aggregate principal amount of the Revolving Loans — Tranche A-2.

“ Revolving Credit Termination Date ” means the earliest of (a) Scheduled Revolving Credit Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or Section 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2 .

“ Revolving Loan ” means each Revolving Loan — Tranche A and each Revolving Loan — FILO Tranche.

“ Revolving Loan — FILO Tranche ” has the meaning specified in Section 2.1(a)(iii) .

“ Revolving Loan — FILO Tranche Overadvance ” has the meaning specified in Section 2.1(a)(iii)

“ Revolving Loan — Tranche A ” means each Revolving Loan — Tranche A-1 and each Revolving Loan —Tranche A-2.

“ Revolving Loan — Tranche A Overadvance ” means a Revolving Loan — Tranche A-1 Overadvance or a Revolving Loan — Tranche A-2 Overadvance.

“ Revolving Loan — Tranche A-1 ” has the meaning specified in Section 2.1(a)(i) .

“ Revolving Loan — Tranche A-2 ” has the meaning specified in Section 2.1(a)(ii) .

“ Revolving Loan — Tranche A-1 Overadvance ” has the meaning specified in Section 2.1(a)(i) .

“ Revolving Loan — Tranche A-2 Overadvance ” has the meaning specified in Section 2.1(a)(ii)

“ Sabra Intercreditor Agreement ” means the Intercreditor Agreement, dated as of December 3, 2012, by and among the Landlords (as defined in the Sabra Lease Consent and Amendment Agreement), the Administrative Agent and the Administrative Agent under the Term Loan Agreement, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Sabra Lease ” means collectively, the Master Leases (as defined in the Sabra Consent and Amendment Agreement) as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Sabra Lease Consent and Amendment Agreement ” means the consent and agreement, dated as of August 18, 2014, by and among the Landlords (as defined therein) and GHLLC, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“ Sale and Lease-Back Transaction ” means any arrangement with any Person providing for the leasing by a Loan Party of real or personal property that has been or is to be Transferred by such Loan Party to such Person or from any other Person to whom funds have been or are to be advanced by such Person based on a Lien on, or an assignment of, such property and rental obligations of such Loan Party.

“ Sanctions ” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“ S&P ” means Standard & Poor’s Rating Services.

“ Scheduled Revolving Credit Termination Date ” means the earliest to occur of (i) the date that is 5 years from the Closing Date, (ii) if and so long as the Term Loan Facility or any Permitted Refinancing thereof has a maturity date prior to the date set forth in clause (i), the later of (x) the date that is 90 days prior to the maturity date of the Term Loan Facility or any such Permitted Refinancing (as applicable) and (y) to the extent the maturity date of the Term Loan Facility or such Permitted Refinancing has been shortened due to a springing maturity prong based upon the Skilled RE Credit Agreement or any Permitted Refinancing thereof, the maturity date of the Term Loan Facility (or such Permitted Refinancing) and (iii) the date that is 90 days prior to such then-applicable maturity date of the facility under the Skilled RE Credit Agreement or any Permitted Refinancing thereof, as applicable .

“ SEC ” means the United States Securities and Exchange Commission.

“ Secondary Market Investors ” has the meaning specified in Section 11.2(f) .

“ Secondary Market Transaction ” has the meaning specified in Section 11.2(f) .

“ Secured Hedge Agreement ” means any Hedge Agreement in respect of the Obligations that (a) has been entered into with a Secured Hedging Counterparty, (b) in the case of a Hedge Agreement not entered into with or provided or arranged by Administrative Agent or an Affiliate of Administrative Agent, is expressly identified as being a “Secured Hedge Agreement” hereunder in a joint notice from such Loan Party and such Person delivered to Administrative Agent reasonably promptly after the execution of such Hedge Agreement and (c) meets the requirements of Section 8.4(f) .

“ Secured Hedging Counterparty ” means (a) a Person who has entered into a Hedge Agreement with a Loan Party if such Hedge Agreement was provided or arranged by Administrative Agent or an Affiliate of Administrative Agent, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered into a Hedge Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of the Hedge Agreement).

“ Secured Parties ” means the Lenders, the L/C Issuers, the Administrative Agent, any Secured Hedging Counterparty, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“ Security ” means all Equity Interests, Equity Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

“ Security Agreement ” means that certain Second Amended and Restated Security, Guarantee and Collateral Agreement, dated as of the Closing Date, among Loan Parties and Administrative Agent and the other entities from time to time party thereto, as it may be amended, restated, replaced or otherwise modified from time to time.

“ Security Documents ” means the collective reference to the Security Agreement, the Intercreditor Agreement, the Master Lease Intercreditor Agreements and the other Material Master Lease Intercreditor Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent purporting to grant or specify the priority of a Lien on any Property of any Loan Party to secure the Obligations.

“ Skilled Acquisition ” has the meaning specified in the recitals to this Agreement.

“ Skilled Holdings ” has the meaning specified in the preamble to this Agreement.

“ Skilled HUD RE Credit Documents ” means one or more credit agreements and each guaranty agreement and security agreement related thereto, by and among, in each case, the Skilled HUD RE Entities party thereto, the administrative agent party thereto, and the lenders party thereto, as applicable.

“ Skilled HUD RE Entities ” means each of the subsidiaries of Skilled Holdings from time to time a party to the Skilled HUD RE Credit Agreements.

“ Skilled Purchase Agreement ” has the meaning specified in the recitals to this Agreement.

“ Skilled RE Borrowers ” means, collectively, the subsidiaries of Skilled Holdings set forth in Schedule II that are borrowers under the Skilled RE Credit Agreement.

“ Skilled RE Credit Agreement ” means the credit facility dated on or about the Closing Date among the Skilled RE Borrowers, Skilled RE Lender and certain financial institutions from time to time party thereto as lenders, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement and the Skilled Intercreditor Agreement.

“ Skilled RE Credit Facility ” means the term loan credit facility incurred pursuant to the Skilled RE Loan Documents.

“ Skilled RE Lender ” means Health Care REIT, Inc., in its capacity as lender under the Skilled RE Credit Agreement together with its successors and assigns.

“ Skilled RE Loan Documents ” has the meaning assigned to the term “Loan Documents” in the Skilled RE Credit Agreement.

“ Skilled RE Priority Collateral ” means the HCN Priority Collateral (as defined in the Intercreditor Agreement).

“ Skilled Refinancing ” has the meaning specified in the recitals to this Agreement.

“ Skilled Subsidiary ” means Skilled Holdings together with each of its direct or indirect Subsidiaries that is a Borrower.

“ Skilled Target Material Adverse Effect ” means any change, effect, event, circumstance, occurrence or state of facts that is materially adverse to the business, condition (financial or otherwise), assets or results of operations of Ultimate Parent and its Subsidiaries, taken as a whole, other than any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (i) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates, (ii) changes in general conditions in any industry in which Ultimate Parent or any of its Subsidiaries operates or participates, (iii) the announcement, pendency or anticipated consummation of the Skilled Transactions (subject to the exclusions set forth in the Skilled Purchase Agreement); (iv) any failure, in and of itself, by Ultimate parent to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after August 18, 2014 ( provided , that the underlying factors contributing to such failure shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (v) changes in general legal, regulatory, reimbursement or political conditions after August 18, 2014; (vi) changes in generally accepted accounting principles or applicable law or the interpretation thereof after August 18, 2014; (vii) changes in the trading price or volume of “Sonoma Class A Stock” (as

defined in the Skilled Purchase Agreement) ( provided , that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (viii) actions taken by Ultimate Parent as expressly required by the Skilled Purchase Agreement; (ix) any natural or man-made disaster; or (x) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided , that with respect to clauses (i), (ii), (v), (vi) and (ix), such change, effect, event, circumstance, occurrence or state of facts (x) does not specifically relate to (or have the effect of specifically relating to) Ultimate Parent and its Subsidiaries and (y) is not materially more adverse to Ultimate Parent and its Subsidiaries than to other companies operating in the industry in which Ultimate Parent and its Subsidiaries operate.

“ Skilled Transactions ” means collectively, (a) the Skilled Acquisition; (b) the consummation of the Skilled Refinancing; (c) the execution and delivery of the Skilled RE Loan Documents and the incurrence of the obligations thereunder; and (d) the payment of all fees and expenses to be paid in connection with the foregoing.

“ Sold Entity or Business ” has the meaning specified in the definition of the term “Consolidated EBITDA — Term Loan”.

“ Solvent ” means, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) except as otherwise provided by applicable law, the amount of “contingent liabilities” at any time shall be the amount thereof which, in light of all the facts and circumstances existing at such time, can reasonably be expected to become actual or matured liabilities.

“ Specified Purchase Agreement Representations ” means the representations and warranties made by the Ultimate Parent in the Skilled Purchase Agreement as are material to the interest of the Lenders, but only to the extent that LLC Parent has the right to terminate its obligations under the Skilled Purchase Agreement as a result of a breach of such representation in the Skilled Purchase Agreement.

“ Specified Representations ” means the representations and warranties made by any Loan Party in or pursuant to Section 4.1(a) , Section 4.2(a)(i) , 4.2(a)(ii)(A) , 4.2(a)(ii)(B) , Section 4.2(a)(iii) , Section 4.2(b) , Section 4.6 , Section 4.9 , Section 4.11 , Section 4.18 , and Section 4.23 .

“ Sponsor ” means Formation Capital LLC.

“ SPV ” means any special purpose funding vehicle identified as such in a writing by any Lender to Administrative Agent.

“ Subordinated Debt ” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions reasonably satisfactory to Administrative Agent.

“ Subsidiary ” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Ultimate Parent; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a director’s “qualifying share” of the former Person shall be deemed to be outstanding.

“ Substitute Lender ” has the meaning specified in Section 2.18(a) .

“ Sun Borrower ” means Sun Healthcare Group, Inc., a Delaware corporation.

“ Supermajority Lenders ” means, at any time, Lenders having at such time in excess of 66 2/3% of the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person and, at any time when there are more than three (3) unaffiliated Lenders under this Agreement, “Supermajority Lenders” shall include at least three (3) unaffiliated Lenders, and at any time when there are two (2) or three (3) unaffiliated Lenders under this Agreement, “Supermajority Lenders” shall include at least two (2) unaffiliated Lenders. Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Supermajority Lender”.

“ Swap Obligations ” means with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swap Transaction ” means any agreement, contract or transaction between the Loan Parties and any Secured Party that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Sweep Event ” means the occurrence of any of the following events, whether or not declared by Administrative Agent as an Event of Default:

(i) an Event of Default;

(ii) Borrowers’ failure to comply with any financial covenant pursuant to Article 5 (without giving effect to any cure period applicable thereto);

(iii) Borrowers shall have (A) failed to maintain the Concentration Account, or any Facility Lockbox Account or Control Agreements or other similar agreements related thereto or (B) received, transferred, or applied payments of Account Debtors, in either case in contravention of Section 7.12 ;

(iv) Administrative Agent or any Lender shall have commenced foreclosure or execution on any of the Collateral as permitted under any Loan Document; or

(v) there shall have been a draw in an amount in excess of $5,000,000 on any Letter of Credit.

“ Swingline Lender ” means, each in its capacity as Swingline Lender hereunder, GECC or, upon the resignation of GECC as Administrative Agent hereunder, any Lender (or Affiliate of any Lender) that agrees, with the approval of Administrative Agent (or, if there is no such successor Administrative Agent, the Required Lenders — Tranche A) and Borrowers, to act as the Swingline Lender hereunder.

“ Swingline Request ” has the meaning specified in Section 2.3(b) .

“ Swing Loan ” has the meaning specified in Section 2.3(a) .

“ Tax Affiliate ” means (a) Borrowers and (b) any Affiliate of any Borrower with which such Borrower files or is eligible to file consolidated, combined or unitary Tax Returns.

“ Tax Distributions ” has the meaning specified in Section 8.6(a)(x) .

“ Tax Receivable Agreement ” means that certain Tax Receivable Agreement, dated as of the Closing Date, between Ultimate Parent, LLC Parent and certain of the members of LLC Parent in the form attached hereto as Exhibit N.

“ Tax Returns ” has the meaning specified in Section 4.8 .

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Loan Agreement ” means the Term Loan Agreement, dated as of December 3, 2012, as amended by Amendment No. 1 to the Term Loan Agreement, dated as of January 21, 2014 and that certain Amendment No. 2 to Term Loan Agreement, dated on September 25, 2014 (the “ Term Loan Second Amendment ”, each among the Parent Companies, GHLLC, the lenders from time to time party thereto, Barclays, as administrative agent and collateral agent, GECC, as Syndication Agent, and the other agents and arrangers from time to time party thereto, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement.

“ Term Loan Collateral ” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a first priority Lien is granted or purported to be granted pursuant to any Term Loan Document.

“ Term Loan Collateral Agent ” means the “Collateral Agent” as defined in the Term Loan Agreement.

“ Term Loan Documents ” means the “Loan Documents” as defined in the Term Loan Agreement.

“ Term Loan Facility ” means the term loan credit facility incurred pursuant to the Term Loan Documents.

“ Termination Fee ” means the fee payable upon prepayment of the Revolving Credit Facility pursuant to Sections 2.7 and 9.2 in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 1% of the Revolving Credit Commitment terminated and (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 0.5% of the Revolving Credit Commitment terminated; provided , that following a refinancing of the Obligations in connection with which GECC serves as the administrative agent and a lender, GECC’s Pro Rata Share of the Termination Fee shall be waived.

“ Third-Party Leases ” means, collectively, leases, other than the Master Leases and the other Material Master Leases, of long term care facilities, nursing homes, assisted living facilities, independent living facilities, hospice facilities or other healthcare facilities, but not including rehabilitation facilities or medical office buildings, leased and operated by any Borrower, including but not limited to those listed on Schedule 4.16 hereto.

“ Third-Party Payor Programs ” means Medicare, Medicaid, TRICARE, Blue Cross/Blue Shield or any other public program or private commercial insurance, managed care, or employee assistance program providing reimbursement or coverage for Medical Services and with which a Borrower or any of its Subsidiaries has entered into a participation agreement, provider agreement, or similar arrangement for coverage of eligible Patients.

“ Title IV Plan ” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Transfer ” means, with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other effectively complete disposition thereof.

“ TRICARE ” means (a) the United States of America acting under TRICARE, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ UCC ” means the Uniform Commercial Code of any applicable jurisdiction as now or hereafter in effect and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as now or hereafter in effect in the State of New York.

“ Ultimate Parent ” has the meaning specified in the recitals to this Agreement.

“ United States ” means the United States of America.

“ Unrestricted Account Collecting Bank ” has the meaning specified in Section 7.12(a)(i)(D) .

“ Unrestricted Accounts ” has the meaning specified in Section 7.12(a)(i)(D).

“ Unused Daily Balance — Tranche A-1 ” has the meaning specified in Section 2.11(a) .

“ Unused Daily Balance — Tranche A-2 ” has the meaning specified in Section 2.11(a) .

“ UPL Borrower ” means each Borrower that leases or manages a UPL Facility.

“ UPL Documents ” means the UPL Program implementing documents, instruments, and agreements entered into between a UPL Hospital and the respective UPL Borrower (and/or any of their

Affiliates), including but not limited to each lease, sublease, management agreement, license agreement, operations transfer agreement, intellectual property transfer agreement and/or license agreement.

“ UPL Facility ” means each Facility that is the subject of a UPL Program.

“ UPL Hospital ” means each county hospital or other unit of government that is or becomes an operator of a UPL Facility.

“ UPL Program ” means a program under which, in exchange for certain payment of fees, costs and other reimbursements from the UPL Hospital, a Borrower agrees to manage one or more Facilities, the possession and operation of which has been transferred to such UPL Hospital and, subsequent to such transfer, the accounts related to such Facility or Facilities qualify under a Medicaid “upper payment limit” program.

“ U.S. Lender Party ” has the meaning specified in Section 2.17(e).

“ Ventas ” means Ventas, Inc., a Delaware corporation.

“ Ventas Lease Consent Agreement ” means that certain Agreement Related to transaction, dated as of August 18, 2014, by and among Landlord Parties (as defined therein), Tenant Parties (as defined therein), GHLLC and LLC Parent.

“ Voting Stock ” means Equity Interests of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness being refinanced or any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “ Applicable Indebtedness ”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“ Withdrawal Liability ” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

Section 1.2 UCC Terms (b) . The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “depository bank”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

Section 1.3 Accounting Terms and Principles .

(a) GAAP . All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by Ultimate Parent or any Loan Party shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 5 or Article 8 unless Borrowers, Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article 5 or Article 8 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.”

(b) Pro Forma . All components of financial calculations made to determine compliance with Article 5 and calculation of Borrowing Base or other similar components, shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by Borrowers based on assumptions expressed therein and that were reasonable based on the information available to Borrowers at the time of preparation of the Compliance Certificate setting forth such calculations.

Section 1.4 Interpretation .

(a) Certain Terms . Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Loan Document means “including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The term “indirect” Transfer shall include, without limitation, a Transfer of (including the grant of any Lien on) all or a portion of any Equity Interests in any Person that directly or indirectly through one or more Persons owns any Equity Interests in any Borrower. If any clause or provision is qualified by “material” or “Material Adverse Effect” or other similar materiality threshold, such provision shall be deemed to be qualified only once by such threshold regardless of the number of times such term is used in any such clause or provision. For the avoidance of doubt, there shall be no concept of “double

materiality” applicable in this Agreement or in any other Loan Document. To the extent that any provision of this Agreement requires or tests compliance with (or with respect to) the financial covenants set forth in Article 5 of this Agreement prior to the date that such covenants are first tested, such provision shall be deemed to refer to the first covenant level set forth in each applicable financial covenant.

(b) Certain References . Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, any modification to any term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time. Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term and, whenever the context may require, any pronoun shall include the corresponding masculine feminine and neuter forms.

ARTICLE 2
THE CREDIT FACILITIES

Section 2.1 The Commitments .

(i) on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $440,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment - Tranche A-1 (each such loan a “ Revolving Loan — Tranche A-1 ”); provided , however , that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan — Tranche A-1 in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments — Tranche A-1 exceed the aggregate Revolving Credit Outstandings — Tranche A-1 at such time; provided , further , that no Revolving Loan — Tranche A-1 to be made shall, at any time, exceed the Borrowing Availability — Tranche A-1. If, at any time, the Revolving Credit Outstandings — Tranche A-1 exceeds the lesser of (x) Borrowing Base — Tranche A-1 and (y) the Revolving Credit Commitments — Tranche A-1 of all Lenders then in effect (any such excess is herein referred to as a “ Revolving Loan — Tranche A-1 Overadvance ”), Lenders shall not be obligated to make any Revolving Loan — Tranche A-1, no additional Letters of Credit shall be issued and the Revolving Loans — Tranche A-1 must be repaid immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Revolving Loan — Tranche A-1 Overadvance. Within the limits set forth in the first sentence of this clause (a)(i) ,

amounts of Revolving Loans — Tranche A-1 repaid may be reborrowed under this Section 2.1 ,

(ii) On any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $75,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment - Tranche A-2 (each such loan a “ Revolving Loan — Tranche A-2 ”); provided , however , that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan — Tranche A-2 in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments — Tranche A-2 exceed the aggregate Revolving Credit Outstandings — Tranche A-2 at such time; provided , further , that no Revolving Loan — Tranche A-2 to be made shall, at any time, exceed the Borrowing Availability — Tranche A-2. If, at any time, the Revolving Credit Outstandings — Tranche A-2 exceeds the lesser of (x) Borrowing Base — Tranche A-2 and (y) the Revolving Credit Commitments — Tranche A-2 of all Lenders then in effect (any such excess is herein referred to as a “ Revolving Loan — Tranche A-2 Overadvance ”), Lenders shall not be obligated to make any Revolving Loan — Tranche A-2 and the Revolving Loans — Tranche A-2 must be repaid immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Revolving Loan — Tranche A-2 Overadvance. Within the limits set forth in the first sentence of this clause (a)(i) , amounts of Revolving Loans — Tranche A-2 repaid may be reborrowed under this Section 2.1 , and

(iii) in addition, on Closing Date in an aggregate principal amount not to exceed $25,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment — FILO Tranche (each such loan a “ Revolving Loan — FILO Tranche ”); provided , however , that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan — FILO Tranche in excess of such Lender’s Pro Rata Share of the Revolving Credit Commitments — FILO Tranche; provided , further , that no Revolving Loan — FILO Tranche to be made shall exceed the Borrowing Availability — FILO Tranche (any such excess is herein referred to as a “ Revolving Loan — FILO Tranche Overadvance ”). If, at any time, the aggregate principal amount of all outstanding Revolving Loans — FILO Tranche exceeds the Borrowing Base - FILO Tranche, Administrative Agent shall automatically, and without notice or consent of any Loan Party, establish a reserve against the Borrowing Base in the full amount of any such excess . For the avoidance of doubt, amounts of Revolving Loans — FILO Tranche repaid may not be reborrowed under this Section 2.1 .

(b) Subsequent Advances . Upon request of GHLLC on behalf of Borrowers and upon satisfaction of the conditions precedent set forth in Section 3.2 , each Revolving Credit Lender — Tranche A shall make Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 pursuant to the applicable provisions set forth in this Article 2 .

Section 2.2 Borrowing Procedures .

(a) Notice From Borrower . Each Borrowing shall be made on notice given by GHLLC on behalf of Borrowers to Administrative Agent not later than 10:00 a.m. on the date that is one (1) Business Day prior to the proposed Borrowing of a Base Rate Loan or 10:00 am on the date that is three (3) Business Days prior to the proposed Borrowing of a LIBOR Rate Loan. Each such notice may be made in a writing substantially in the form of Exhibit C (a “ Notice of Borrowing ”) duly completed and delivered prior to such Borrowing. Revolving Loans shall be

made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15 , the Notice of Borrowing specifies that all or a portion thereof shall be LIBOR Rate Loans. Each Borrowing of a Revolving Loan — Tranche A shall be in an aggregate amount that is an integral multiple of $250,000. In the case of (i) the Borrowing on the Closing Date and (ii) each subsequent Borrowing in the event the Revolving Credit Outstandings — Tranche A are greater than or equal to 50% of the Revolving Credit Commitment, each Notice of Borrowing shall be accompanied by a Borrowing Base Certificate.

(b) Notice to Each Lender . Administrative Agent shall give to each applicable Lender prompt notice of Administrative Agent’s receipt of a Notice of Borrowing in respect of a tranche in which it participates and, if LIBOR Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate. Each such Lender shall, before 1:00 p.m. on the date of the proposed Borrowing, make available to Administrative Agent at its address referred to in Section 11.11 , such Lender’s Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set forth in Section 3.2 , Administrative Agent shall make such funds available to Borrower.

(c) Defaulting Lenders . Unless Administrative Agent shall have received notice from any Lender prior to the date such Lender is required to make any payment hereunder with respect to any Loan or any participation in any Swing Loan or Letter of Credit that such Lender will not make such payment (or any portion thereof) available to Administrative Agent, Administrative Agent may assume that such Lender has made such payment available to Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and Administrative Agent shall, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent made available such amount to Borrowers had such Lender made a corresponding payment available; provided , however , that such payment shall not relieve such Lender of any obligation it may have to Borrowers, Swingline Lender or any L/C Issuer. In addition, any Defaulting Lender agrees to pay such amount to Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility. Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. The existence of any Defaulting Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrowers against any Defaulting Lender.

Section 2.3 Swing Loans .

(a) Availability . On the terms and subject to the conditions contained in this Agreement, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “ Swing Loan ”) available to Borrowers under the Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed $30,000,000; provided , however , that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings — Tranche A-1 would exceed the Borrowing Availability — Tranche A-1 and (y) in the period commencing on the first Business Day after it receives notice from Administrative Agent or the Required Lenders — Tranche A that one or more of the conditions precedent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a) , amounts of Swing Loans repaid may be reborrowed under this clause (a) .

(b) Borrowing Procedures . In order to request a Swing Loan, GHLLC on behalf of Borrowers shall give to Administrative Agent a notice to be received not later than 1:00 p.m. on the day of the proposed Borrowing, which may be made in a writing substantially in the form of Exhibit D duly completed (a “ Swingline Request ”) or by telephone if confirmed promptly but, in any event, prior to such Borrowing, with such a Swingline Request. In addition, if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Swingline Lender may, notwithstanding anything else to the contrary in Section 2.2 , make a Swing Loan available to Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender may make a Swing Loan available to Borrower by making the proceeds thereof available to Administrative Agent and, in turn, Administrative Agent shall make such proceeds available to Borrower on the date set forth in the relevant Swingline Request.

(c) Refinancing Swing Loans . The Swingline Lender may at any time, and no less frequently than weekly, forward a demand to Administrative Agent (which Administrative Agent shall, upon receipt, forward to each Revolving Credit Lender - Tranche A) that each Revolving Credit Lender — Tranche A pay to Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans. Each Revolving Credit Lender — Tranche A shall pay such Pro Rata Share to Administrative Agent for the account of the Swingline Lender. Upon receipt by Administrative Agent of such payment (other than during the continuation of any Event of Default under Section 9.1(g) or (h) ), such Revolving Credit Lender — Tranche A shall be deemed to have made a Revolving Loan — Tranche A-1 to Borrowers, which, upon receipt of such payment by the Swingline Lender from Administrative Agent, Borrowers shall be deemed to have used in whole to refinance such Swing Loan. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 9.1(g) or (h) , each Revolving Credit Lender - Tranche A shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan. If any payment made by any Revolving Credit Lender - Tranche A as a

result of any such demand is not deemed a Revolving Loan — Tranche A-1, such payment shall be deemed a funding by such Lender of such participation. Such participation shall not be otherwise required to be funded. Upon receipt by the Swingline Lender of any payment from any Revolving Credit Lender - Tranche A pursuant to this clause (c) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving Credit Lender - Tranche A all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion.

(d) Obligation to Fund Absolute . Each Revolving Credit Lender - Tranche A’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swingline Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Section 2.4 Letters of Credit .

(a) Commitment and Conditions . On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of GHLLC on behalf of Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrowers (or, as long as Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in Dollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Original Closing Date through the earlier of the Revolving Credit Termination Date and seven (7) days prior to the Scheduled Revolving Credit Termination Date; provided , however , that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance:

(i) (A) the aggregate Revolving Credit Outstandings — Tranche A-1 would exceed the Borrowing Availability — Tranche A-1, or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit;

(ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one (1) year after the date of issuance thereof or (C) is later than seven (7) days prior to the Scheduled Revolving Credit Termination Date; provided , however , that any Letter of Credit with a term not exceeding one (1) year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or

(iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by GHLLC on behalf of the

requesting Borrowers (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “ L/C Reimbursement Agreement ”).

For each such Issuance, the applicable L/C Issuer may, but shall not be required to, (A) determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided , however , that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Administrative Agent or the Required Lenders — Tranche A that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived, and/or (B) elect to issue Letters of Credit in its own name to the extent permitted by applicable law (which Letters of Credit may not be accepted by certain beneficiaries such as insurance companies).

Notwithstanding anything else to the contrary herein, if any Lender is a Defaulting Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Defaulting Lender has been replaced in accordance with Section 11.2 , (x) the Letter of Credit Obligations of such Defaulting Lender have been reallocated to other Lenders, (y) the Revolving Credit Commitments — Tranche A-1 of the other Revolving Credit Lenders — Tranche A have been increased by an amount sufficient to satisfy the Administrative Agent that all future Letter of Credit Obligations will be covered by all Revolving Credit Lenders — Tranche A that are not Defaulting Lenders, or (z) if the replacement described in clause (w) and the reallocations described in clauses (x) and (y) cannot, or can only partially, be effected, the Letter of Credit Obligations of such Defaulting Lender have been cash collateralized by such Defaulting Lender or the Borrowers. All or a portion of the Letter of Credit Obligations of a Defaulting Lender (unless such Defaulting Lender is the L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Lenders that are not Defaulting Lenders pro rata in accordance with their percentage of the total Revolving Credit Commitment — Tranche A (calculated as if the Defaulting Lender’s Pro Rata Share in such tranche was reduced to zero and each other Lender’s Pro Rata Share in such tranche had been increased proportionately); provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans — Tranche A, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment — Tranche A.

(b) Notice of Issuance . GHLLC on behalf of Borrowers shall give the relevant L/C Issuer and Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the date of such requested Issuance. Such notice may be made in a writing substantially in the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (an “ L/C Request ”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request.

(c) Reporting Obligations of L/C Issuers . Each L/C Issuer agrees to provide Administrative Agent (which, after receipt, Administrative Agent shall provide to each Revolving Credit Lender - Tranche A), in form and substance satisfactory to Administrative Agent, each of the following on the following dates: (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or

failure to pay when due) by Borrowers of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of Administrative Agent (or any Revolving Credit Lender - Tranche A through Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by Administrative Agent and (iii) on the first Business Day of each calendar month, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar month.

(d) Acquisition of Participations . Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving Credit Lender - Tranche A shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C Obligations.

(e) Reimbursement Obligations of Borrower . Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after GHLLC receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “ L/C Reimbursement Date ”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by Borrowers as provided in this clause (e) (or any such payment by Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Administrative Agent of such failure (and, upon receipt of such notice, Administrative Agent shall forward a copy to each Revolving Credit Lender - Tranche A) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by Borrowers with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans — Tranche A-1 that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans — Tranche A-1 that are Base Rate Loans.

(f) Reimbursement Obligations of the Revolving Credit Lenders . Upon receipt of the notice described in clause (e) above from Administrative Agent, each Revolving Credit Lender - Tranche A shall pay to Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation. By making such payment (other than during the continuation of an Event of Default under Section 9.1(g) or (h) ), such Lender shall be deemed to have made a Revolving Loan — Tranche A-1 to Borrower, which, upon receipt thereof by such L/C Issuer, Borrowers shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolving Loan — Tranche A-1 shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the related L/C Obligations. Such participation shall not otherwise be required to be funded. Upon receipt by an L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments received after such payment by such L/C Issuer with respect to such portion.

(g) Obligations Absolute . The obligations of Borrowers and the Revolving Credit Lenders - Tranche A pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement

irrespective of (i) (A) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (B) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (C) any loss or delay, including in the transmission of any document, (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Loan Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Revolving Credit Lender - Tranche A, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) or (B) any adverse change in the condition (financial or otherwise) of any Loan Party and (iv) any other act or omission to act or delay of any kind of any Secured Party or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4 , constitute a legal or equitable discharge of any obligation of Borrowers or any Revolving Credit Lender hereunder.

(h) Existing Letters of Credit Deemed Issued Hereunder . The Letters of Credit set forth on Schedule 2.4(h) shall be deemed to have been issued pursuant to this Section 2.4 and shall be subject to and governed by the terms and conditions of this Agreement. Each Letter of Credit, now or hereafter issued, shall be deemed to have been issued under the Revolving Credit Commitments — Tranche A-1.

Section 2.5 Reduction and Termination of the Commitments . All outstanding Revolving Credit Commitments — Tranche A shall terminate (i) on the Scheduled Revolving Credit Termination Date —Tranche A or (ii) in connection with an optional repayment pursuant to Section 2.7 in the amount of such prepayment. All outstanding Revolving Credit Commitments — FILO Tranche shall terminate (i) on the Scheduled Revolving Credit Termination Date — FILO Tranche or (ii) in connection with an optional repayment pursuant to Section 2.7 in the amount of such prepayment.

Section 2.6 Repayment of Revolving Loan . Borrowers promise to repay the entire unpaid principal amount of the Revolving Loans and Swing Loans on or before the Scheduled Revolving Credit Termination Date; provided , however , that, except as otherwise expressly provided herein, the Revolving Loans — FILO Tranche shall not be repaid prior to the Scheduled Revolving Credit Termination Date.

Section 2.7 Optional Prepayments; Commitment Reductions . (i) On or before the 2nd anniversary of the Closing Date, upon 5 Business Days irrevocable prior written notice to Administrative Agent ( provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the outstanding principal amount of the Revolving Credit Facility and the other Obligations related thereto including the Obligations set forth in Section 2.16(a) , and terminate the Revolving Credit Commitment, in whole or in part, subject to the payment of the Termination Fee, and (ii) thereafter, upon 5 Business Days irrevocable prior written notice to Administrative Agent ( provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the Revolving Credit Facility and the other Obligations related thereto, including the Obligations set forth in Section 2.16(a) , and terminate the Revolving Credit Commitment, in whole or in part, without premium or penalty; provided , however , that, notwithstanding the foregoing, Borrowers shall not be entitled to make any prepayment in respect of the Revolving Loans — FILO Tranche (or terminate any portion of the Revolving

Credit Commitment — FILO Tranche) unless (a) Borrowers prepay the entire Revolving Credit Facility (and all Obligations related thereto (other than contingent or indemnification obligations not then asserted or due or that Loan Parties could not reasonably expect to be asserted or come due)), including the Revolving Loans — FILO Tranche (and all of the Obligations related thereto) and (b) terminate the entire Revolving Credit Commitment, including the Revolving Credit Commitment — FILO Tranche. Any such prepayment made (i) in part shall be in an aggregate amount not less than $10,000,000 and that is an integral multiple of $1,000,000 or (ii) in full shall be in an amount equal to the entire remaining balance of the Obligations.

Section 2.8 Mandatory Prepayments .

(a) GHLLC Transfers and Property Loss Events . Subject to clause (c) below, upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries (excluding the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect) of Net Cash Proceeds arising from (i) any Transfer by any Borrower of any of its ABL Priority Collateral in reliance on Section 8.3(d) or Section 8.5 or (ii) any Property Loss Event with respect to any ABL Priority Collateral of any Loan Party to the extent resulting in the receipt by any Loan Party of Net Cash Proceeds in excess of $1,500,000, such Loan Party shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of the Net Cash Proceeds of such ABL Priority Collateral.

(b) Excess Outstandings . (i) On any date on which the aggregate principal amount of Revolving Credit Outstandings — Tranche A-1 exceeds the lesser of the aggregate Revolving Credit Commitments — Tranche A-1 and the Borrowing Base — Tranche A-1, Borrower shall pay to Administrative Agent an amount equal to such excess, together with the other Obligations then due and payable directly related thereto (including the Obligations set forth in Section 2.16(a) ) and (ii) on any date on which the aggregate principal amount of Revolving Credit Outstandings — Tranche A-2 exceeds the lesser of the aggregate Revolving Credit Commitments — Tranche A-2 and the Borrowing Base — Tranche A-2, Borrower shall pay to Administrative Agent an amount equal to such excess, together with the other Obligations then due and payable directly related thereto (including the Obligations set forth in Section 2.16(a) ).

(c) Application of Payments . Any payments made to Administrative Agent pursuant to this Section 2.8 , unless specifically stated otherwise, shall be subject to the applicable Termination Fee, if any. All payments pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b) . Notwithstanding the foregoing, if any Lease, including the Master Leases, or Constituent Document of any joint venture (each as existing on the Closing Date and not amended, modified or entered into in violation of this Agreement) requires the application of such proceeds in a manner inconsistent with clause (a) above, GHLLC on behalf of Borrowers (1) shall provide notice to Administrative Agent as required pursuant to Section 6.2(b) hereof, and (2) after such notice, shall apply, or shall cause the applicable Borrower to apply, the proceeds of such insurance as directed in the respective Lease or Constituent Document; provided , however , to the extent there are surplus proceeds after compliance with the requirements of the applicable Lease or Constituent Document, then such surplus proceeds shall be applied in accordance with Section 2.12(b) .

Section 2.9 Interest .

Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans that are Revolving Loans, at a rate per annum equal to the sum of the Base Rate in effect from time to time plus the Applicable Margin — Tranche A-1 Base Rate Loan, the Applicable Margin — Tranche A-2 Base Rate Loan or the Applicable Margin — FILO Tranche Base Rate Loan, as applicable, (ii) in the case of Base Rate Loans that are Swing Loans, at a rate per annum equal to the sum of the Base Rate in effect from time to time plus the Applicable Margin — Tranche A-1 Base Rate Loan, (iii) in the case of LIBOR Rate Loans that are Revolving Loans, at a rate per annum equal to the sum of the LIBOR — Revolving Loan and the Applicable Margin — Tranche A-1 LIBOR Loan, Applicable Margin — Tranche A-2 LIBOR Loan or the Applicable Margin — FILO Tranche LIBOR Loan, as applicable, each as in effect for the applicable Interest Period, and (iv) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin — Tranche A-1 Base Rate Loan in effect from time to time.

(b) Payments . Interest accrued shall be payable in arrears commencing on the Closing Date, and

(i) if accrued on the principal amount of any Loan,

(A) with respect to any Loan, at maturity (whether by acceleration or otherwise) or upon any prepayment of the principal amount on which such interest has accrued;

(B) (1) if such Loan is a Base Rate Loan (including a Swing Loan), on the first day of each calendar month commencing on the first day of the calendar month following the making of such Loan, and (2) if such Loan is a LIBOR Rate Loan, on the last day of each Interest Period applicable to such Loan and, if applicable, on each date during such Interest Period occurring every three months from the first day of such Interest Period; and

(ii) if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).

(iii) Notice of the amount to be paid shall be sent to GHLLC (for all Borrowers) on or about the first day of each month during which any amount is to be paid, which notice shall include each Obligation then due and owing.

(c) Default Interest . Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (i) the occurrence of any Event of Default under Section 9.1(a) , (g) or (h) or (ii) the delivery of a notice by Administrative Agent or the Required Lenders to Borrowers during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation then due and payable) shall bear interest at a rate that is 2.0% per annum in excess of the interest rate then applicable to such Obligations, payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

Section 2.10 Conversion and Continuation Options .

(a) Option . Each LIBOR Rate Loan shall continue from one Interest Period to the succeeding Interest Period as a LIBOR Rate Loan unless (i) GHLLC on behalf of Borrowers

requests such Loan to be converted to a Base Rate Loan, (ii) such continuation is prohibited by this Section 2.10 or (iii) the last day of such succeeding Interest Period is after the Scheduled Revolving Credit Termination Date (in which case, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to a Base Rate Loan). Borrowers may convert any LIBOR Rate Loan to a Base Rate Loan at any time on any Business Day, upon prior written notice to Administrative Agent of Borrower’s desire to convert such LIBOR Rate Loan into a Base Rate Loan, subject to the payment of any breakage costs required by Section 2.16(a) . In the case of Base Rate Loans (other than Swing Loans), Borrowers may convert such Base Rate Loans or any portion thereof into LIBOR Rate Loans at any time on any Business Day upon three (3) Business Days prior notice to Administrative Agent; provided , however , that, no conversion in whole or in part of Base Rate Loans to LIBOR Rate Loans and no continuation in whole or in part of LIBOR Rate Loans shall be permitted at any time at which (1) an Event of Default shall be continuing and Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit such conversions or continuations or (2) such continuation or conversion would be made during a suspension imposed by Section 2.15 .

(b) Procedure . Each such election shall be made by giving Administrative Agent prior notice in accordance with clause (a) above, either (i) in substantially the form of Exhibit F (a “ Notice of Conversion or Continuation ”) duly completed or (ii) pursuant to an E-System (including “MyAccount”) designated for such purpose by Administrative Agent. Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Each partial conversion or continuation shall be allocated ratably among the Lenders in the applicable Revolving Credit Facility in accordance with their respective Pro Rata Share.

Section 2.11 Fees .

(a) Unused Commitment Fee . (i) Borrowers agree to pay to Administrative Agent for the benefit of each Revolving Credit Lender - Tranche A a commitment fee on the actual daily amount by which the Revolving Credit Commitment — Tranche A-1 exceeds the sum of the aggregate Revolving Credit Outstandings — Tranche A-1 (the “ Unused Daily Balance — Tranche A-1 ”) from the Closing Date through the Revolving Credit Termination Date at a rate per annum equal to (A) 0.50% when the Unused Daily Balance — Tranche A-1 is greater than an amount equal to 50% of the Revolving Credit Commitment - Tranche A-1 or (B) 0.375% when the Unused Daily Balance — Tranche A-1 is less than or equal to an amount equal to 50% of the Revolving Credit Commitment - Tranche A-1, in each case, payable in arrears (x) on the first day of each calendar month and (y) on the Revolving Credit Termination Date and (ii) Borrowers agree to pay to Administrative Agent for the benefit of each Revolving Credit Lender - Tranche A a commitment fee on the actual daily amount by which the Revolving Credit Commitment — Tranche A-2 exceeds the sum of the aggregate Revolving Credit Outstandings — Tranche A-2 (the “ Unused Daily Balance — Tranche A-2 ”) from the Closing Date through the Revolving Credit Termination Date at a rate per annum equal to (A) 0.50% when the Unused Daily Balance is greater than an amount equal to 50% of the Revolving Credit Commitment - Tranche A-2 or (B) 0.375% when the Unused Daily Balance — Tranche A-2 is less than or equal to an amount equal to 50% of the Revolving Credit Commitment - Tranche A-2, in each case, payable in arrears (x) on the first day of each calendar month and (y) on the Revolving Credit Termination Date. For purposes of this Section 2.11(a) , the Revolving Credit Commitment of any Defaulting Lender shall be deemed to be zero.

(b) Letter of Credit Fees . Borrowers agree to pay, with respect to all Letters of Credit issued by any L/C Issuer, (i) to such L/C Issuer, certain fees, documentary and processing

charges as separately agreed between Borrowers and L/C Issuer or otherwise in accordance with such L/C Issuer’s standard schedule in effect at the time of determination thereof and (ii) to Administrative Agent, for the benefit of the Revolving Credit Lenders - Tranche A according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin — Tranche A-1 LIBOR Loan on the maximum undrawn face amount of such Letters of Credit, payable in arrears (A) on the first day of each calendar month, ending after the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; provided , however , that the fee payable under this clause (ii) shall be increased by 2.0% per annum (which amounts are in lieu of and not in addition to amounts payable under Section 2.9(c) ) and shall be payable (in addition to being payable on any date it is otherwise required to be paid hereunder) on demand effective immediately upon (x) the occurrence of any Event of Default under Section 9.1(a) , (g) or (h)) or (y) the delivery of a notice by Administrative Agent or the Required Lenders — Tranche A to Borrowers during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing; provided , further , that in the event that any reallocation of Letter of Credit Obligations occurs pursuant to Section 2.4 , during the period of time that such reallocation remains in effect, the Letter of Credit fee payable with respect to such reallocated portion shall be payable to (A) all Lenders based on their pro rata share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to any other Lenders.

(c) Additional Fees . Borrowers shall pay to Administrative Agent and its Related Persons its reasonable and customary fees and expenses in connection with any payments made pursuant to Section 2.16(a) (Breakage Costs) and such other fees as described in the Fee Letter.

Section 2.12 Application of Payments .

(a) Application of Voluntary Prepayments . Unless otherwise provided in this Section 2.12 or elsewhere in any Loan Document, all voluntary prepayments permitted pursuant to Section 2.7 and received by Administrative Agent shall be applied as designated by GHLLC on behalf of Borrowers.

(b) Application of Mandatory Prepayments . Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by Borrowers to Administrative Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) (other than in respect of any payment required pursuant to Section 2.1(a) , which shall be applied to repay the outstanding principal balance of the Revolving Loans) shall be applied first , to repay the outstanding principal balance of the Revolving Loans — Tranche A (in amounts to be allocated between the Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 as designated by GHLLC on behalf of Borrowers) and the Swing Loans, second , in the case of any payment required pursuant to Section 2.1(a)(ii) , to provide cash collateral to the extent and in the manner required by Section 9.3 ,and, then, any excess shall be retained by Borrower.

indemnities then due to Administrative Agent, second , to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Revolving Credit Lenders (in their capacity as Lenders) and the L/C Issuers, third , to pay interest then due and payable in respect of the Swing Loans, the Revolving Loans, and the L/C Reimbursement Obligations, fourth , to repay the outstanding principal amounts of the Swing Loans to the extent not reimbursed by Lenders or deemed to be Revolving Loans, fifth, to repay the outstanding principal amounts of the Revolving Loans —Tranche A (in amounts to be allocated between the Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 as designated by Administrative Agent in its sole discretion) and the L/C Reimbursement Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3 , and to pay amounts owing with respect to Secured Hedge Agreements (but paid only to the extent and up to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent in its sole credit judgment) sixth, to repay the outstanding principal amounts of the Revolving Loans — FILO Tranche, and seventh , to the ratable payment of all other Obligations, including Cash Management Obligations; provided , that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Loan Party.

(d) Application of Payments Generally . All payments that would otherwise be allocated to the Revolving Credit Lenders pursuant to this Section 2.12 shall instead be allocated first , to repay interest on Swing Loans, on any portion of the Revolving Loans that Administrative Agent may have advanced on behalf of any Lender and on any L/C Reimbursement Obligation, in each case for which Administrative Agent or, as the case may be, the L/C Issuer has not then been reimbursed by such Lender or Borrower, second , to pay the outstanding principal amount of the foregoing obligations, third , to repay the Revolving Loans — Tranche A and fourth , to the extent the Revolving Credit Commitment — Tranche A has been terminated, to repay the Revolving Loans — FILO Tranche. All repayments of any Revolving Loans shall be applied first , to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as LIBOR Rate Loans with those LIBOR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12 , the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

Section 2.13 Payments and Computations .

(a) Procedure . GHLLC on behalf of each Borrower shall make each payment under any Loan Document not later than 1:00 p.m. on the day when due to Administrative Agent by a single wire transfer for the Revolving Loan to the following account (or at such other account or by such other means to such other address as Administrative Agent shall have notified GHLLC for each Borrower in writing at least five (5) Business Days prior to such payment) in immediately available Dollars and without setoff or counterclaim:

ABA No. 021-001-033
Account Number 50271079
Deutsche Bank Trust Company Americas
Account Name: HH Cash Flow Collections
Reference: Genesis Healthcare LLC HFS# 2922

Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.12 . The Lenders shall make any payment under any Loan Document in immediately available Dollars and without setoff or counterclaim. Each Revolving Credit Lender — Tranche A shall make each payment for the account of any L/C Issuer or Swingline Lender required pursuant to Section 2.3 or Section 2.4 (A) if the notice or demand therefor was received by such Lender prior to 11:00 a.m. on any Business Day, on such Business Day and (B) otherwise, on the Business Day following such receipt. Payments received by Administrative Agent after 1:00 p.m. shall be deemed to be received on the next Business Day.

(b) Computations of Interests and Fees . All computations of interest and of fees shall be made by Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans whose interest rate is calculated based on the rate set forth in clause (a) of the definition of “Base Rate,” 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by Administrative Agent (including determinations of a LIBOR — Revolving Loan or Base Rate in accordance with the definitions of LIBOR Rate and Base Rate, respectively) as set forth in the respective definition thereof and shall be conclusive, binding and final for all purposes, absent manifest error.

(c) Payment Dates . Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided , however , that such interest and fees shall continue accruing as a result of such extension of time.

(d) Advancing Payments . Unless Administrative Agent shall have received notice from GHLLC on behalf of each Borrower to the Lenders prior to the date on which any payment is due hereunder that Borrowers will not make such payment in full, Administrative Agent may assume that Borrowers have made such payment in full to Administrative Agent on such date and Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that Borrowers shall not have made such payment in full to Administrative Agent, each Lender shall repay to Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the Revolving Credit Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to Administrative Agent.

Section 2.14 Evidence of Debt .

and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to Administrative Agent, acting as agent of each Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify Borrower) a record of ownership, in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any Obligation, in any Revolving Credit Commitment and in any right to receive any payment hereunder.

(b) Records of Administrative Agent . Administrative Agent, acting as agent of each Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14 , shall establish and maintain at its address referred to in Section 11.11 (or at such other address as Administrative Agent may notify Borrower) (A) a record of ownership (the “ Register ”) in which Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Administrative Agent, each Lender and each L/C Issuer, the Revolving Credit Outstandings — Tranche A-1 and the Revolving Credit Outstandings — Tranche A-2, each of their obligations under this Agreement to participate in each Loan, Letter of Credit and L/C Reimbursement Obligation, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Revolving Credit Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, for LIBOR Rate Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid and (6) any other payment received by Administrative Agent from any Borrower and its application to the Obligations.

(c) Registered Obligations . Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in L/C Obligations and Swing Loans) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).

(d) Prima Facie Evidence . The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided , however , that no error in such account and no failure of any Lender or Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms. In addition, the Loan Parties, Administrative Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by Borrower, Administrative Agent, such Lender or such L/C Issuer at any reasonable

time and from time to time upon reasonable prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by Administrative Agent.

(e) Notes . Upon any Lender’s request, Borrowers shall promptly execute and deliver Notes to such Lender evidencing the Loans of such Lender in the Revolving Credit Facility and substantially in the form of Exhibit B ; provided , however , that only one Note for the Revolving Credit Facility shall be issued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances. Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the related Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation.

Section 2.15 Suspension of LIBOR Rate Option . Notwithstanding any provision to the contrary in this Article 2 , the following shall apply:

(a) Interest Rate Unascertainable, Inadequate or Unfair . In the event that (A) Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBOR — Revolving Loan is determined or (B) Required Lenders, as the case may be, notify Administrative Agent that the LIBOR — Revolving Loan, as the case may be, for any Interest Period will not adequately reflect the cost to such Lenders of making or maintaining such Loans for such Interest Period by reason of any changes arising after the Closing Date, Administrative Agent shall promptly so notify GHLLC and such Lenders, whereupon the obligation of each such Lender to make or to continue LIBOR Rate Loans shall be suspended as provided in clause (c) below until Administrative Agent shall notify GHLLC that the Required Lenders, as the case may be, have determined that the circumstances causing such suspension no longer exist.

(b) Illegality . If any Lender determines that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make LIBOR Rate Loans or to continue to fund or maintain LIBOR Rate Loans, then, on notice thereof and demand therefor by such Lender to GHLLC through Administrative Agent, the obligation of such Lender to make or to continue LIBOR Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through Administrative Agent, notify GHLLC that it has determined that it may lawfully make LIBOR Rate Loans.

(c) Effect of Suspension . If the obligation of any Lender to make or to continue LIBOR Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into LIBOR Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a LIBOR Rate Loan, (C) Borrowers may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any LIBOR Rate Loan or to convert any Base Rate Loan into a LIBOR Rate Loan and (D) each LIBOR Rate Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate Loan.

Section 2.16 Breakage Costs; Increased Costs; Capital Requirements .

(a) Breakage Costs . Borrowers shall compensate each Lender, upon demand from such Lender to such Borrower (with copy to Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the LIBOR Rate Loans of such Lender to Borrowers but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may incur (A) to the extent, for any reason other than solely by reason of such Lender being a Defaulting Lender, a proposed Borrowing, conversion into or continuation of LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by GHLLC on behalf of Borrowers, (B) to the extent any LIBOR Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.15 ) on a date that is not the last day of the applicable Interest Period or (C) as a consequence of any failure by Borrowers to repay LIBOR Rate Loans when required by the terms hereof. For purposes of this clause (a) , each Lender shall be deemed to have funded each LIBOR Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.

(b) Increased Costs . If at any time any Lender or L/C Issuer determines that, after the Closing Date, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Reserve Requirements) from any Governmental Authority shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any LIBOR Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit, (ii) increasing the cost to such L/C Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so or (iii) imposing any other cost to such Lender or L/C Issuer with respect to compliance with its obligations under any Loan Document, then, upon demand by such Lender or L/C Issuer (with copy to Administrative Agent), Borrowers shall pay to Administrative Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or L/C Issuer for such increased cost.

(c) Increased Capital Requirements . If at any time any Lender or L/C Issuer determines that, after the Closing Date, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Reserve Requirements) from any Governmental Authority regarding capital adequacy, reserves, liquidity requirements, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar requirement (in each case other than any imposition or increase of Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or any corporation controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any Loan Document or Letter of Credit to a level below that which, taking into account the capital adequacy policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have achieved but for such adoption or change, then, upon demand from time to time by such Lender or L/C Issuer (with a copy of such demand to Administrative Agent), Borrowers shall pay to Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction.

(d) Compensation Certificate . Each demand for compensation under this Section 2.16 shall be accompanied by a certificate of the Lender or L/C Issuer claiming such

compensation, setting forth the amounts to be paid hereunder, which certificate shall be prima facie evidence of such, absent manifest error. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section for any amounts incurred more than six months prior to the date such Lender or L/C Issuer notifies the Borrowers of such Lender’s or L/C Issuer’s intention to claim compensation therefore; provided that if the circumstances giving rise to such claim have retroactive effect, then such six month period shall be extended to include such period of retroactive effect.

(e) Certain Regulatory Developments . Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented.

Section 2.17 Taxes .

(a) All payments made by or on behalf of any Loan Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority responsible for administering taxes, excluding (i) net income Taxes (however determined) and franchise Taxes (in lieu of net income Taxes) imposed on the Administrative Agent or any Secured Party as a result of a present, former or future connection between the Administrative Agent or such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) any branch profits Taxes imposed by the United States, (iii) any United States withholding Tax that (A) is imposed on amounts payable to a Secured Party at the time such Secured Party becomes a party to this Agreement or designates a new lending office, except to the extent that such Secured Party (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment) to receive additional amounts from the Loan Party with respect to such withholding Tax pursuant to this Section or (B) or is attributable, in the case of a Non-U.S. Lender Party (as defined below), to such Non-U.S. Lender Party’s failure to comply with Section 2.17(d) or is attributable, in the case of a U.S. Lender Party (as defined below) to such U.S. Lender Party’s failure to comply with Section 2.17(e) , and (iv) any United States withholding Tax imposed under FATCA (together the amounts described in clauses (i) through (iv) are the “ Excluded Taxes ”). If any such Taxes that are not Excluded Taxes (the “ Non-Excluded Taxes ”) or Other Taxes are required to be withheld from any amounts payable by or on behalf of any Loan Party, the amounts payable by the Loan Party shall be increased to the extent necessary to yield the Administrative Agent or such Secured Party (after deduction or withholding of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. For avoidance of doubt, payments made to any Secured Party arising under a document or agreement other than a Loan Document (but including any Secured Hedge Agreement or Cash Management Document) shall not be subject to adjustment under this Section 2.17 .

(b) The Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Loan Parties, as promptly as possible thereafter the Loan Parties shall send to the Administrative Agent for the account of the Administrative Agent or the relevant Secured Party, as the case may be, a certified copy of an original official receipt received by the Loan Parties showing payment thereof if such receipt is obtainable, or, if not, other reasonable evidence of payment satisfactory to the Administrative Agent.

(d) Each Secured Party that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) (a “ Non-U.S. Lender Party ”) shall deliver to GHLLC and the Administrative Agent (or, in the case of a participant, to GHLLC and to the Lender from which the related participation shall have been purchased) (i) two accurate and complete original, signed copies of IRS Form W-8ECI, W-8EXP, W-8BEN (claiming benefits under an applicable treaty) or W-8IMY (together with any applicable underlying forms), whichever is applicable, (ii) in the case of a Non-U.S. Lender Party claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit L and two accurate and complete original, signed copies of IRS Form W-8BEN, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such Non-U.S. Lender Party. Such forms shall be delivered by each Non-U.S. Lender Party on or before the date it becomes a party to this Agreement (or, in the case of any participant, on or before the date such participant purchases the related participation). In addition, each Non-U.S. Lender Party shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender Party. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender Party shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender Party is not legally able to deliver.

(e) Each Secured Party that is a United States Person (as such term is defined in Section 7701(a)(30) of the Code) (a “ U.S. Lender Party ”) shall deliver to GHLLC and the Administrative Agent two accurate and complete original, signed copies of IRS Form W-9, or any subsequent versions or successors to such form. Such forms shall be delivered by each U.S. Lender Party on or before the date it becomes a party to this Agreement. In addition, each U.S. Lender Party shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such U.S. Lender Party.

(f) The Borrowers shall indemnify the Administrative Agent and any Secured Party, within 30 days after the written demand therefor, the full amount of any Non-Excluded Taxes or Other Taxes (including any Non-Excluded Taxes or Other Taxes imposed or asserted on amounts payable under this Section) payable or paid by the Administrative Agent or Secured Party whether or not such Taxes are correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such amount or liability delivered to GHLLC by a Secured Party (with a copy to the Administrative Agent) or by the Administrative Agent on its behalf of on behalf of a Secured Party, shall be conclusive absent manifest error.

Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Secured Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Secured Party, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Secured Party in the event the Administrative Agent or such Secured Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or Lender be required to pay any amount to the Borrowers pursuant to this paragraph (g) the payment of which would place the Secured Party in a less favorable net after-Tax position than the Secured Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Secured Party to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other Person.

(h) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrowers to do so), and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (h). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Administrative Agent.

(i) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to GHLLC and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by GHLLC or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by GHLLC or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, FATCA shall include any amendments made to FATCA after the date of this Agreement.

(j) The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

Section 2.18 Substitution of Lenders .

(a) Substitution Right . In the event that any Lender in the Revolving Credit Facility that is not an Affiliate of Administrative Agent (an “ Affected Lender ”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16 , (ii) notifies GHLLC pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any LIBOR Rate Loan in the Revolving Credit Facility, (iii) makes a claim for payment pursuant to Section 2.17 (Taxes), (iv) becomes a Defaulting Lender with respect to the Revolving Credit Facility or (v) does not consent to any request made by GHLLC on behalf of Borrowers in good faith for an amendment, waiver or consent to any Loan Document for which the consent of Required Lenders, Required Lenders — Tranche A or Required Lenders — FILO Tranche, as applicable, is obtained but that requires the consent of other Lenders in the Revolving Credit Facility, Borrowers may substitute for such Affected Lender in the Revolving Credit Facility any Lender or any Affiliate of any Lender or any other Person (other than a Restricted Person) reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 11.2(b) (in each case, a “ Substitute Lender ”).

(b) Procedure . To substitute such Affected Lender under the Revolving Credit Facility, GHLLC on behalf of Borrowers shall deliver a notice to Administrative Agent and such Affected Lender. The effectiveness of such substitution shall be subject to the delivery to Administrative Agent by GHLLC on behalf of Borrowers (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such substitution, all Obligations owing to such Affected Lender with respect to the Revolving Credit Facility (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender in the Revolving Credit Facility, but shall not include, and Borrowers shall not be assessed any Termination Fee), and (ii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption agreement in form and substance satisfactory to Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Revolving Credit Commitment of the Affected Lender under the Revolving Credit Facility; provided that (u) such replacement does not conflict with any Requirement of Law, (v) the Borrowers shall be liable to such replaced Lender under Section 2.16 (as though Section 2.16 were applicable) if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (w) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 11.2(b) , (x) the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.17 , as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (y) if applicable, the replacement financial institution shall consent to such amendment or waiver and (z) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Revolving Credit Commitments in the Revolving Credit Facility shall be terminated and (ii) in the case of any substitution in the Revolving Credit Facility, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents with respect to the Revolving Credit Facility, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Revolving Credit Commitments, (B) the Substitute Lender shall become a “Lender” hereunder having a Revolving Credit Commitment in the Revolving Credit Facility in the amount of such Affected Lender’s Revolving Credit Commitment in the Revolving Credit Facility and (C) the Affected Lender shall execute and deliver to Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession with respect to the Revolving Credit Facility; provided , however , that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.

Section 2.19 Contribution .

(a) Right of Contribution . To satisfy obligations hereunder or otherwise for the benefit of one or more of the other Borrowers, if any Borrower (the “ Overpaying Borrower ”) (i) makes any payment in excess of its Allocable Share, or (ii) incurs a loss of its Collateral due to the foreclosure (or other realization by Lender) of, or the delivery of deeds in lieu of foreclosure relating to its Collateral and the value of such Collateral exceeded its Allocable Share, then such Overpaying Borrower shall be entitled, after indefeasible payment in full and the satisfaction of all obligations to Lender under the Loan Documents, to contribution from each of the benefited Borrowers, for the amounts so paid, advanced or benefited, up to such benefited Borrower’s then current Allocable Share, or both. Any such contribution payments shall be made within 10 days after demand therefor.

(b) Right of Subrogation After Payment in Full . If any Borrower (a “ Defaulting Borrower ”) shall have failed to make a contribution payment as hereinabove provided, after indefeasible payment in full and the satisfaction of all obligations under the Revolving Credit Facility, as the case may be, the Overpaying Borrower shall be subrogated to the rights of Lenders against such Defaulting Borrower, including the right to receive a portion of such Defaulting Borrower’s Collateral in an amount equal to the contribution payment required hereunder that such Defaulting Borrower failed to make; provided , however , if Lenders return any payments in connection with a bankruptcy of a Borrower, all subrogated Borrowers shall jointly and severally repay Lenders all such amounts repaid, together with interest thereon at the then-current rate as set forth herein. At the request of any Borrower or Borrowers, upon indefeasible payment in full and the satisfaction of all obligations under the Revolving Credit Facilities, Lenders shall assign the Collateral, without recourse, to such Borrower or Borrowers; provided , that, if Lenders shall have received conflicting requests from more than one Borrower to receive such Collateral and such requesting Borrowers cannot agree as to the disposition of such Collateral, Lenders shall have no obligation to deliver such Collateral to such requesting Borrowers unless and until such requesting Borrowers shall have agreed as to the disposition of such Collateral and so authorized Lenders jointly in writing. Upon Lenders’ receipt of such authorization, Lenders shall assign the Collateral in question, without recourse, to Borrowers entitled to receive such Collateral within 90 days thereafter. Prior to delivering such Collateral, Lenders shall be entitled to receive from the requesting Borrower or Borrowers such other assurances, indemnities and agreements as may be reasonably requested by Lenders.

(c) Deemed Guaranty, Waivers . To the extent any of the obligations of any individual Borrower under this Agreement or the Loan Documents are deemed to constitute a

guaranty, such individual Borrower unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder or under any Loan Document including: (i) any demand for payment or performance and protest and notice of protest, (ii) any notice of acceptance, (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any guaranteed obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, (iv) any other notice in respect of any guaranteed obligation or any part thereof, and (v) any defense arising by reason of any disability or other defense of any other Borrower. While the Obligations are outstanding, such individual Borrower further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against any other Borrower by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Person or set off any of its obligations to such other Person against obligations of such other Person to any other Borrower. No obligation of such individual Borrower shall be discharged other than by complete performance or express written waiver.

This is an unconditional and irrevocable waiver of any rights and defenses to which any individual Borrower may be entitled with respect to any of the obligations of such individual Borrower in the nature of a guaranty under the Revolving Credit Facilities, this Agreement or any other Loan Document arising from the fact that the obligations under the Revolving Credit Facilities are secured, in part, by real property. Each individual Borrower hereby waives all rights and defenses arising out of an election of remedies by Lenders, even though any such election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed such individual Borrower’s rights of subrogation and reimbursement against any other Person.

Such individual Borrower hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Agreement, even if deemed to be in the nature of a guaranty, are primary, irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Agreement, in each case except as otherwise agreed in writing by Administrative Agent):

(i) the invalidity or unenforceability of any obligation of Borrowers under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any obligation hereunder or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations or any part thereof;

(ii) (A) any delay in enforcing or the absence of any action to enforce Borrowers’ Obligations, or (B) any attempt or the absence of any attempt to collect any obligation hereunder or any part thereof from Borrowers or other action to enforce the same;

(iii) any sale, exchange, release, surrender or other disposition of, or realization upon, any collateral securing the Obligations, or any amendment, waiver, settlement or compromise of any guaranties of the Obligations, or any other obligation of any Person with respect to the Loan Documents;

(iv) the failure by any Person to take any steps to perfect and maintain any lien on, or to preserve any rights with respect to, any Collateral;

(v) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation, dissolution or similar event or proceeding by or against Borrowers or any of their respective properties or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any guaranteed obligation (or any interest thereon) in or as a result of any such proceeding;

(vi) any foreclosure, whether or not through judicial sale, and any other Transfer of any Collateral or any election following the occurrence of an Event of Default by any Lender to proceed separately against any Collateral in accordance with such Lender’s rights under any applicable law;

(vii) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of any Borrower, Subsidiary of any Borrower, in each case other than the payment in full of the Obligations;

(viii) the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of any other Borrower;

(ix) receipt by any Borrower of any notice or directive given at any time that is inconsistent with this Section 2.19 ; or

(x) any renewal, amendment, modification or extension of this agreement or the other Loan Documents or any assignment or subletting or other changes or actions affecting the interest in the Collateral.

This means, among other things: (i) Lenders may collect from such individual Borrower with respect to such obligation without first foreclosing on any Collateral pledged by any other Borrower and (ii) if Lenders foreclose on any Collateral pledged by any such individual Borrower: (A) the amount of the obligations under the Revolving Credit Facilities shall be reduced only by the price for which such Collateral is sold at the foreclosure sale, even if such Collateral is worth more than the sale price, and (B) Lenders may collect from such individual Borrower with respect to such obligation even if Lenders, by foreclosing on such Collateral, have destroyed any right such individual Borrower may have to collect from any other Loan Party.

Section 2.20 Reserved .

Section 2.21 HUD Revolving Credit Sub-Facility . Upon the request of GHLLC on behalf of Borrowers, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Loan Parties on a Consolidated Basis are Solvent and in compliance with each financial covenant set forth in Article 5 (without giving effect to any cure period applicable thereto) as of the date of such request, Secured Parties agree to negotiate in good faith to amend the amount and certain terms and conditions of the HUD Sub-Facility Credit Agreement then in effect and to enter into necessary intercreditor or other agreements in connection therewith, all consistent with Administrative Agent’s usual and customary business practices. The HUD Sub-Facility Credit Agreement entered into pursuant to this Section 2.21 (the “ HUD Sub-Facility ”) has been and will be created to enable one or more Borrowers to own or lease Real Property that is guaranteed by or is otherwise subject to a mortgage, deed of trust or similar encumbrance in favor of HUD and shall be a sub-facility of the Revolving Credit Facility in an aggregate principal amount at any time outstanding not to exceed $80,000,000. Under no

circumstances will the HUD Sub-Facility involve aggregate commitments greater than $80,000,000 outstanding at any time. Upon any increase in the commitments under the HUD Sub-Facility, (A) in the case of any such increase involving a Genesis Subsidiary becoming a HUD Sub-Facility Entity, the Revolving Credit Commitments — Tranche A-1 of all Lenders hereunder will be reduced pro rata in an amount such that the sum of the commitments under the HUD Sub-Facility plus the Revolving Credit Commitments — Tranche A-1 of all Lenders hereunder will remain constant and (B) in the case of any such increase involving a Skilled Subsidiary becoming a HUD Sub-Facility Entity, the Revolving Credit Commitments — Tranche A-2 of all Lenders hereunder will be reduced pro rata in an amount such that the sum of the commitments under the HUD Sub-Facility plus the Revolving Credit Commitments — Tranche A-2 of all Lenders hereunder will remain constant. Among other terms and conditions, Loan Parties shall (i) remain responsible for the payment in full of all amounts drawn thereunder and for all fees, costs and expenses of Administrative Agent and Secured Parties in connection therewith, (ii) provide all financial statements and other reports and notices required pursuant to this Agreement and the other Loan Documents separately for the HUD Sub-Facility Entities, and (iii) ensure that no HUD Sub-Facility Entity is a Subsidiary of any Borrower other than (A) the Parent Companies, (B) Skilled Holdings, (C) Genesis Holdings, or (D) GHLLC; provided , that in any event, each Parent Company, GHLLC, Genesis Holdings, Skilled Holdings (to the extent such each such entity remains an indirect owner of a HUD Sub-Facility Entity) and each other Loan Party that is a direct owner of a HUD Sub-Facility Entity shall guaranty such HUD Sub-Facility.

Section 2.22 Defaulting Lenders .

(a) Notwithstanding anything herein to the contrary, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.1 unless otherwise agreed by the Borrowers and the Administrative Agent.

(ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as the Borrowers may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or the applicable Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and, sixth , to such Defaulting Lender or as otherwise directed by a court

of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) No Defaulting Lender shall be entitled to receive any fees payable under Section 2.11 for any period during which such Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(b) If the Borrowers and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided , further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE 3
CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions Precedent to Loans and Letters of Credit . The obligation of each Lender to continue any Loan on the Closing Date and the obligation of each L/C Issuer to continue any Letter of Credit on the Closing Date is subject to the satisfaction or due waiver of each of the following conditions precedent:

(a) Certain Documents . Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated on or as of the Closing Date unless otherwise agreed by Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent:

(i) this Agreement and, to the extent not delivered prior to the Closing Date, if amended or amended and restated, the other Loan Documents as of the Closing Date, including Notes requested by any Lender, in each case duly executed;

(ii) to the extent not complete and/or delivered prior to the Closing Date, (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of Administrative Agent in the Collateral, in each case as may be reasonably requested by Administrative Agent, and (B) all Control Agreements that, in the reasonable judgment of Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;

(iii) [Reserved] ;

(iv) duly executed favorable opinions of counsel to the Loan Parties addressed to Administrative Agent, the L/C Issuers and the Lenders and addressing, among other things, power and authority of Loan Parties, due execution and delivery and enforceability of this Agreement and the enforceability of the Loan Documents and the enforceability of the Liens arising under the Loan Documents and such other matters as Administrative Agent may reasonably request with certain assumptions regarding the laws of jurisdictions other than Delaware and Pennsylvania, as reasonably approved by Administrative Agent;

(v) to the extent not delivered prior to the Closing Date, (A) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, either (1) certified as unchanged since last delivery of such document to the Administrative Agent, or (2) certified as of a recent date by such Governmental Authority, and (B) certificates attesting to the good standing of such Loan Party in such jurisdiction, together with, if applicable, related tax certificates;

(vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;

(vii) a certificate of a Responsible Officer of Ultimate Parent to the effect that each condition set forth in Sections 3.1(d)(ii) , 3.1(d)(iv) , 3.1(d)(v) , 3.1(d)(vi) , 3.1(f) , and Section 3.2(b) has been satisfied;

(viii) a solvency certificate of a Responsible Officer of Ultimate Parent certifying that, after giving effect to the Skilled Transactions, the Loan Parties on a Consolidated Basis are Solvent, and substantially in the form of Exhibit J ;

(ix) insurance certificates in form and substance satisfactory to Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by the Security Agreement;

(x) (i) audited consolidated balance sheets of LLC Parent and the Ultimate Parent, respectively, and the related statements of income, changes in equity and cash flows of LLC Parent and the Ultimate Parent, respectively, for the three most recently completed Fiscal Years , (x) in the case of Ultimate Parent, ended at least 90 days before the Closing Date and (y) in the case of the GHLLC, ended at least 120 days before the Closing Date, (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of LLC Parent and the Ultimate Parent, respectively, for each subsequent Fiscal Quarter after December 31, 20 13, ended at least 45 days before the Closing Date, (iii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of LLC Parent for the first two months of each fiscal quarter after June 30, 2014, ended at least 30 days before the

Closing Date , and (iv) the final financial model prepared by LLC Parent of the Ultimate Parent and its direct and indirect subsidiaries after giving effect to the Skilled Transactions, including a review of detailed synergies, certified by a Responsible Officer of the Ultimate Parent as fairly presenting on a pro forma basis financial condition and results of operations;

(xi) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Loan Parties as of and for the twelve-month period ending on the last day of the most recently completed four Fiscal Quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Skilled Transactions as if the Skilled Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); and

(xii) not later than the date three (3) days prior to the Closing Date, all documents and information reasonably determined by any Lender as being required by regulatory authorities under the Patriot Act or any applicable “know your customer” or anti-money laundering rules or regulations, to the extent requested at least ten (10) days prior to the Closing Date.

(b) Fee and Expenses . There shall have been paid to Administrative Agent, for the account of Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as the case may be, all fees and all reimbursements of reasonable out-of-pocket costs or expenses, in each case due and payable under any Loan Document and invoiced at least one Business Day prior to the Closing Date.

(c) Consents . Each Loan Party shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary in connection with the consummation of the transactions contemplated in any Loan Document.

(d) Closing Date Transactions .

(i) Administrative Agent shall be satisfied that each Related Document, including (A) the Term Loan Agreement and the Term Loan Documents and all applicable amendments thereto and (B) the Skilled RE Credit Agreement and the Skilled RE Loan Documents, shall have been executed and delivered and shall be a valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.

(ii) The Skilled Acquisition shall have been consummated in material compliance with the terms and provisions of the Skilled Purchase Agreement, without giving effect to any amendments thereto or any waivers by LLC Parent (or its Affiliates) thereunder that, in any such case, are materially adverse to the Lenders in their capacities as Lenders and that are not approved by the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned).

(iii) On or prior to the Closing Date and concurrently with the incurrence of the Loans, Indebtedness under the Existing Skilled Credit Agreements shall have been repaid in full, together with all fees and other amounts owing thereon and all commitments thereunder shall have been terminated and all liens securing the obligations under the Existing Skilled Credit Agreements shall have been terminated (or

arrangements reasonably satisfactory to the Administrative Agent for such termination shall have been made). The Loan Parties shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than under this Agreement, the Term Loan Agreement, the Skilled RE Credit Agreement and the other Indebtedness permitted by Sections 8.1(a) , (i) , (k) , (l) , (x) and (z) .

(iv) Substantially simultaneously with the Closing Date, the Term Loan Second Amendment, and the Skilled RE Credit Agreement, in form and substance reasonably satisfactory to Administrative Agent, shall have been executed and all conditions to the closing of the Term Loan Second Amendment and the Skilled RE Credit Agreement shall have been satisfied or waived. In addition, Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall have, in the aggregate, (A)(1) unrestricted cash and Cash Equivalents, plus (2) Borrowing Availability — Tranche A-1 in respect of the Borrowing Base — Tranche A-1, plus (2) Borrowing Availability — Tranche A-2 in respect of the Borrowing Base — Tranche A-2, of at least $95,000,000.

(e) [Reserved] .

(f) Skilled Target Material Adverse Effect . Since August 18, 2014, there shall not have been any change, effect, event, circumstance, occurrence or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Skilled Target Material Adverse Effect.

Notwithstanding anything to the contrary contained in this Section 3.1 , to the extent any security interest in any Collateral or any deliverable related to the perfection of security interests in or Liens upon the Collateral is not or cannot be perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in stock certificates and other possessory collateral and (2) in other assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Borrowers’ commercially reasonable efforts to do so, then the perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrowers acting reasonably (and in any event within 60 days after the Closing Date or such longer period as may be reasonably agreed by the Administrative Agent).

Section 3.2 Conditions Precedent to Each Loan and Letter of Credit . The obligation of each Lender on any date (including the Closing Date) to make any Loan and of each L/C Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a) Request . Administrative Agent (and, in the case of any Issuance, the relevant L/C Issuer) shall have received, to the extent required by Article 2 , a written, timely and duly executed and completed Notice of Borrowing or L/C Request, as applicable, and Borrowing Base Certificate demonstrating that, after giving effect to the requested Loan, (i) in the case of any Revolving Loan — Tranche A-1, the aggregate principal amount of Revolving Credit Outstandings — Tranche A-1 does not exceed the Borrowing Availability — Tranche A-1, (ii) in the case of any Revolving Loan — Tranche A-2, the aggregate principal amount of Revolving Credit Outstandings — Tranche A-2 does not exceed the Borrowing Availability — Tranche A-2 and (iii) in the case of any Revolving Loan — FILO Tranche, the aggregate principal amount of all Revolving Loans — FILO Tranche does not exceed the Borrowing Availability — FILO Tranche.

(b) Representations and Warranties; No Defaults . The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) with respect to any Loans or Issuances made (A) on the Closing Date, each of the Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all respects and (B) after the Closing Date, the representations and warranties set forth in any Loan Document shall be true and correct in all material respects on and as of such date, unless, in each case, such representations and warranties expressly relate to an earlier date, then on and as of such earlier date, (ii) with respect to Loans or Issuances made on the Closing Date, no Event of Default under Section 9.1(a), (g) or (h) shall have occurred and be continuing or would result therefrom and (iii) solely with respect to Loans or Issuances made after the Closing Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

(c) Additional Matters . Administrative Agent shall have received such additional documents and information as any Lender, through Administrative Agent, may reasonably request.

The representations and warranties set forth in any Notice of Borrowing, or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the L/C Issuers and Administrative Agent to enter into the Loan Documents, each Loan Party represents and warrants to each of them each of the following on and as of each date applicable pursuant to Section 3.2 :

Section 4.1 Corporate Existence; Financial Statements; Compliance with Law .

(a) Except as set forth on Schedule 4.1 , each Loan Party (i) is duly and solely organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage, manage and operate its property, to lease or sublease any property it operates under a Lease or sublease, as applicable, and to conduct its business as now or currently proposed to be conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with all applicable Requirements of Law and Healthcare Laws, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and (v) has all necessary Permits and Primary Licenses from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits and Primary Licenses, make such filings or give such notices, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth on Schedule 4.1 , each Facility (i) is being operated or managed as an assisted living, skilled nursing or independent living facility, as set forth on Schedule 4.16 attached hereto, (ii) is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements and (iii) is in compliance with all applicable Requirements of Law and Healthcare Laws (giving effect to any waivers thereof currently in place), including all Primary Licenses, except, in each case, where the failure to be in conformance or compliance would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, each Facility has a provider agreement that is in full force and effect under Medicare and/or Medicaid, as the case may be, except where the failure to do so would be limited to one or more Facilities accounting in the aggregate for less than 5% of Consolidated EBITDAR of Ultimate Parent. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Third-Party Payor Program , to which any Borrower or UPL Hospital may presently be subject, except as could not reasonably be expected to have a Material Adverse Effect.

(c) Except as set forth on Schedule 4.1 , all Primary Licenses necessary for using and operating the Facilities for the uses described in clause (b) above are either held by the applicable UPL Hospital, the Borrower, or in the name of the applicable Borrower, as required under applicable Requirements of Law, and are in full force and effect, unless failure to have same could not reasonably be expected to have a Material Adverse Effect.

(d) To the Borrowers’ knowledge, with respect to any Facility, there are no proceedings by any Governmental Authority or notices thereof that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on the Borrowers’ ability to accept and/or retain patients or residents or operate or manage such Facility for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to any Borrower’s ability to accept and/or retain patients or residents or operate or manage such Facility, reimbursement for which is provided under Medicare or Medicaid, except to the extent that the same could not be reasonably likely to have an adverse impact on one or more Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of Ultimate Parent, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Permits or Primary Licenses, other than a transfer of such Permit or Primary License to a new location or to any Borrower if such Permit or Primary License is not already held by such Borrower or a transfer of such Permit or Primary License to a UPL Hospital pursuant to valid and enforceable UPL Documents, except to the extent same would not be reasonably likely to have a Material Adverse Effect, and (iii) to affect any Borrower’s or any UPL Hospital’s continued participation in the applicable Third-Party Payor Programs or any successor programs thereto, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to any Borrower’s or UPL Hospital’s continued participation in the applicable Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of Ultimate Parent.

writing against any Facility’s, any Borrower’s or any UPL Hospital’s certification for participation in applicable Third-Party Payor Programs that remain open or unanswered, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect and, with respect to any Facility’s, any Borrower’s or any UPL Hospital’s certification for participation in the applicable Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Facilities accounting in the aggregate for more than 5% the Consolidated EBITDAR of Ultimate Parent.

(f) With respect to any Facility, (i) there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Facility, and (ii) to the Loan Parties’ knowledge, there are no years that are subject to an open audit in respect of any Third-Party Payor Program, other than customary audit rights pursuant to an Approved Insurer’s program, which, in each case, could reasonably be expected to have a Material Adverse Effect and, with respect to any such open audit in respect of Medicare or Medicaid (other than customary audit rights pursuant to Medicare or Medicaid), could reasonably be expected to adversely affect one or more Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of Ultimate Parent.

(g) No Borrower (i) has received federal funds authorized under the Hill-Burton Act (42 U.S.C. 291, et seq. ), as it may be amended or (ii) is a participant in any federal program whereby any governmental agency may have the right to recover funds by reason of the advance of federal funds.

Section 4.2 Loan and Related Documents .

(a) Power and Authority . The execution, delivery and performance by each Loan Party of the Loan Documents and the Related Documents to which it is a party and the consummation of the other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law in any material respect, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Related Documents and Loan Documents) other than those that (x) have been permanently waived or consented to in writing by the applicable counterparty or (y) would not, in the aggregate, have a Material Adverse Effect or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents, (B) those listed on Schedule 4.2 and that have been, or will be, prior to the Closing Date, obtained or made, copies of which have been, or, upon request, will be, prior to the Closing Date, made available or delivered to the Administrative Agent, and each of which on the Closing Date, will be in full force and effect and (C) those which the failure to obtain would not result in a Material Adverse Effect. The Material Master Leases are valid, binding and enforceable in accordance with their respective terms.

(b) Due Execution and Delivery . Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. From and after its delivery to Administrative Agent, each Loan Document and Related Document that has been duly executed and delivered to the other parties thereto by each Loan Party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms except to

the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally; provided that this clause (b) shall apply to the Purchase Agreement on the Closing Date only.

Section 4.3 Financial Statements .

(a) (i) To LLC Parent’s knowledge, the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Ultimate parent and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(b) To LLC Parent’s knowledge, the unaudited Consolidated balance sheets with respect to the Ultimate Parent dated June 30, 2014 and September 30, 2014, and the related Consolidated statements of income or operations and cash flows for the Fiscal Quarter ended on that date, in each case, (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present in all material respects the financial condition of the Ultimate Parent and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y) , to the absence of footnotes and to normal year-end audit adjustments. Schedule 4.3(b) sets forth all Material Indebtedness of the Loan Parties as of the date of such financial statements.

Section 4.4 [Reserved] .

Section 4.5 Material Adverse Effect . Since the date of the most recent Consolidated Financial Statements delivered pursuant to Section 6.1(c) , there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

Section 4.6 Solvency . Both before and after giving effect to (a) the Loans and Letters of Credit made or Issued on or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds of such Loans, (c) the consummation of the transactions contemplated by the Related Documents, including the Term Loan Second Amendment, and the Skilled RE Credit Agreement, and (d) the payment and accrual of all transaction costs in connection with the foregoing and any contribution and indemnification between any Person and each Loan Party, the Loan Parties, on a Consolidated Basis, are Solvent.

Section 4.7 Litigation . Except as disclosed on Schedule 4.7 , there are no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Loan Parties with, by or before any Governmental Authority other than those that would not reasonably be expected to, in the aggregate, have a Material Adverse Effect.

with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party in accordance with GAAP. Other than as set forth on Schedule 4.8 , no material Tax Return is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has been given or made by any Governmental Authority. Except as set forth on Schedule 4.8 , or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

To the extent required to be paid on or prior to the Closing Date, all Other Taxes required to be paid in connection with the granting of the security interest under the Loan Documents have been paid or will be paid on the Closing Date.

Section 4.9 Margin Regulations . No Loan Party is engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.10 No Burdensome Obligations; No Defaults . No Loan Party is a party to any Contractual Obligation, no Loan Party has Constituent Documents containing obligations, and, to the knowledge of any of the Loan Parties, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Loan Party (and, to the knowledge of each Loan Party, no other party thereto) is in default under or with respect to any Contractual Obligation of any Loan Party, other than those that would not, in the aggregate, have a Material Adverse Effect.

Section 4.11 Investment Company Act . No Loan Party 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.

Section 4.12 Labor Matters . There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Loan Party, threatened) against or involving any Loan Party, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.12 , as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Loan Party and (c) no such representative has sought certification or recognition with respect to any employee of any Loan Party.

Section 4.13 ERISA .

(a) Schedule 4.13(a) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan and Multiemployer Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan and, to the knowledge of any Loan Party, Multiemployer Plan, is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings (to the knowledge of any Loan Party) or investigation involving any Benefit Plan and, to the knowledge of any Loan Party, Multiemployer Plan, to which any Loan Party incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. Except for such liabilities that would not, in the aggregate, have a Material Adverse Effect, no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal, as of the Closing Date, from any Multiemployer Plan.

(b) Schedule 4.13( b ) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, all Foreign Pension Plans. Each Foreign Pension Plan, and each trust thereunder, intended to qualify for tax exempt status under any Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan. No Loan Party has engaged in a transaction which would subject any Loan Party, directly or indirectly, to a tax or civil penalty that could reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans will not result in liability of any Loan Party that could reasonably be expected to result in a Material Adverse Effect.

Section 4.14 Environmental Matters . Except for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, (i) the operations of each Loan Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (ii) no Loan Party is subject to or has received written notice of any Environmental Claim, or to its knowledge been threatened with any potential Environmental Claim, excluding any Environmental Claim which has been fully resolved with no further obligations on the part of said Loan Party, (iii) no Loan Party has received notice from a Governmental Authority that a Lien in favor of such Governmental Authority has attached to any Property of any Loan Party, securing, in whole or part, Environmental Liabilities, (iv) there has been no Release, or to the knowledge of any Loan Party, threatened Release, on, under or migrating to or from any real property currently, or to the knowledge of any Loan Party, formerly, owned, leased, subleased, operated, or otherwise occupied by any Loan Party that is likely to result in any Loan Party incurring Environmental Liabilities, and (v) to the knowledge of any Loan Party, there are no facts, circumstances or conditions arising out of or relating to the operations of any Loan Party or real property currently or, to the knowledge of any Loan Party, formerly owned, leased, subleased, operated or otherwise occupied by or for any Loan Party that would be reasonably expected to result in any Loan Party incurring Environmental Liabilities.

Section 4.15 Intellectual Property . To the knowledge of each Loan Party, except as could not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, (a) each Loan Party owns or licenses all Intellectual Property that is necessary for the operations of its business, (b) the conduct and operations of the businesses of each Loan Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (c) no other Person has contested any right, title or interest of any Loan Party in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein. Except for matters which are not reasonably expected to, in the aggregate, have a Material Adverse Effect, there is ( x ) no pending (or, to the knowledge of any Loan Party, threatened) action, investigation, suit, proceeding, audit, claim, demand, order or dispute affecting any Loan Party, ( y ) no judgment or order rendered by any competent Governmental Authority, and ( z ) no settlement agreement or similar Contractual Obligation entered into by any Loan Party, in each case, with respect to Intellectual Property owned by any Loan Party and/or based on a claim of infringement, misappropriation, dilution, violation or impairment or contest of Intellectual Property owned by a third party , and no Loan Party knows of any valid bases for any such claim

Section 4.16 Title; Real Property .

(a) Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all material Facilities and other material real property in which any Borrower owns a leasehold, joint venture or other interest setting forth, for each such real property, the current street address (including, where applicable, county/city, state and other relevant jurisdictions), the record owner thereof, the interest of the Borrowers in such real property and, where applicable, each landlord, lessee and sublessee thereof, and (ii) each Contractual Obligation made by a Borrower, whether contingent or otherwise, to Transfer such real property on or after the date hereof.

(b) Each Borrower has good and marketable, valid leasehold interests in all leased real property that is purported to be leased by it as set forth on Schedule 4.16 and owns or leases all of its ABL Priority Collateral and other material personal property (except, in the case of such other material personal property, as would not result in a Material Adverse Effect) regardless of the location of such personal property, in each case, free and clear of Liens other than Liens permitted under Section 8.2 (other than Section 8.2(c) ) and such real property and personal property constitutes all property necessary to conduct the business as currently conducted.

Section 4.17 Full Disclosure . The information (other than projections and statements of a general economic or general industry nature) prepared or furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with any Loan Document or any other transaction contemplated therein, when furnished and taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not materially misleading, when considered in their entirety; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.

Section 4.18 Patriot Act; OFAC .

(a) No Loan Party or any of their Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent or joint venture thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering

(the “ Anti-Terrorism Laws ”), including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “ Patriot Act ”).

(b) No Loan Party or any of their Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent or joint venture thereof (or director or officer of such direct or indirect parent or joint venture), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 4.19 Eligible Accounts . Administrative Agent and Lenders may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrowers with respect to any Account or Accounts. With respect to the Eligible Accounts, the Borrowers represent that:

(a) The Eligible Accounts are genuine and in all respects what they purport to be, and are not evidenced by a judgment;

(b) The Eligible Accounts arise out of a completed, bona fide sale and delivery of goods or rendition of Medical Services to a Patient by a Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts, certification, participation, certificate of need, or other documents relating thereto and forming a part of the contract between such Borrower and the Account Debtors;

(c) The Eligible Accounts are for a liquidated amount maturing as stated in an electronically generated or a duplicate claim or invoice covering such sale or rendition of Medical Services, a copy of which has been furnished or is available to Administrative Agent;

(d) To the best of the Borrowers’ knowledge, the Eligible Accounts are, and Lenders’ security interest in such Accounts is, not, and will not (by voluntary act or omission by the Borrowers), be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition, and such Eligible Account are absolutely owing to a Borrower and are not contingent in any respect or for any reason;

(e) To the best of the Borrowers’ knowledge, there are no facts, events or occurrences that in any way impair the validity or enforceability of the Eligible Accounts or tend

to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered to Lenders with respect thereto;

(f) To the best of the Borrowers’ knowledge, (i) each Account Debtor under the Eligible Account had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (ii) such Account Debtor is solvent; and

(g) The Eligible Accounts are being billed and forwarded to each Account Debtor for payment in accordance with applicable Requirements of Law and compliance and conformance with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Accounts, and such Accounts if due from a Medicaid, Medicare, TRICARE or an Approved Insurer are properly payable directly to a Borrower.

Section 4.20 Use of Proceeds . Borrowers shall use the proceeds (i) to pay certain fees and expenses related to the Skilled Acquisition and the Skilled Refinancing and (ii) for working capital and general corporate purposes.

Section 4.21 Insurance . Schedule 4.21 sets forth, as of the Closing Date, a true, complete and correct description of all insurance maintained by each Loan Party for itself or its Subsidiaries as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid. As of the date hereof, the Loan Parties have insurance in such amounts and covering such risks and liabilities as is customary with companies in the same or similar businesses operating in the same or similar locations.

Section 4.22 Reportable Transactions . No Borrower expects to identify one or more of the Loans under this Agreement as a “reportable transaction” on IRS Form 8886 filed with the U.S. Tax Returns for purposes of Section 6011, 6111 or 6112 of the Code or the Treasury regulations promulgated thereunder.

Section 4.23 Security Documents . The Security Agreement is effective to create in favor of Administrative Agent for the benefit of the Secured Parties, a legal and valid security interest (with the priority specified in the Intercreditor Agreement) in the Collateral as provided in the Security Agreement (including any proceeds of any item of Collateral), subject to no Liens other than Permitted Liens. In the case of (i) deposit accounts and securities accounts, when a Control Agreement is executed in connection therewith and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.23 (which financing statements have been duly completed and delivered to Administrative Agent), recordation of the security interest of the Administrative Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office or the Copyright Office, and such other filings as are specified on Schedule 4.23 are made, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (solely to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.23 and the other filings specified on Schedule 4.23 or the execution of a Control Agreement), as security for the Obligations, in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 8.2 ).

this Agreement, then the schedules shall be deemed updated to the extent necessary to avoid such contradiction or conflict, provided that (i) the Loan Parties complied with each applicable disclosure and notice provisions (if any) and (ii) the substantive information and/or events giving rise to the disclosure do not violate the terms of this Agreement and/or the other Loan Documents or require further the consent of, or waiver by, the Administrative Agent and/or Lenders. For avoidance of doubt, this Section 4.24 is intended merely to operate mechanically to avoid technical contradictions or conflicts and does not and shall not permit any substantive changes to schedules that are not otherwise expressly addressed and permitted in any amendment, consent, or waiver entered into in accordance with the provisions of Section 11.1 .

ARTICLE 5
FINANCIAL COVENANTS

Each Loan Party agrees with the Lenders, the L/C Issuers and Administrative Agent that, as long as any Obligation or any Loan remains outstanding (other than contingent or indemnification obligations not then asserted or due), the Loan Parties shall not:

Section 5.1 Consolidated Interest Coverage Ratio . Permit the Consolidated Interest Coverage Ratio of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) on a Consolidated Basis, as of the last day of each Fiscal Quarter ending during a period set forth below, to be less than the amount set forth opposite such period below:

Period		Amount

January 1, 2015 through March 31, 2015		3.25:1.00

April 1, 2015 through June 30, 2015		3.25:1.00

July 1, 2015 through September 30, 2015		3.50:1.00

Thereafter		3.50:1.00

Section 5.2 Minimum Consolidated Fixed Charge Coverage Ratio (Adjusted) — ABL . If, at any time, Loan Parties shall fail to be in compliance with the liquidity covenant set forth in Section 15.7.3(b) of the Health Care REIT Lease (as the same is in effect on the Closing Date), then, without taking into account the financial results of any Person that is not a Loan Party, Loan Parties shall not permit the Consolidated Fixed Charge Coverage Ratio (Adjusted) — ABL of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) on a Consolidated Basis as of the last day of each Fiscal Quarter (beginning with the Fiscal Quarter ended immediately prior to the date on which Loan Parties failed to comply with the applicable provision of the Health Care REIT Lease), for the immediately preceding twelve (12) month period ending on such day, to be less than 1.15:1.0.

Section 5.3 Minimum Consolidated Fixed Charge Coverage Ratio — Term Loan . Permit the Consolidated Fixed Charge Coverage Ratio — Term Loan of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) on a Consolidated Basis, as of the last day of each Fiscal Quarter ending during a period set forth below, to be less than the ratio set forth opposite such period below:

Period		Ratio

January 1, 2015 through March 31, 2015		2.00 to 1.00

April 1, 2015 through June 30, 2015		2.00 to 1.00

July 1, 2015 through September 30, 2015		2.00 to 1.00

Thereafter		2.25 to 1.00

Section 5.4 Maximum Leverage Ratio . Permit the Consolidated Total Leverage Ratio of Ultimate Parent its Subsidiaries (other than Non-Borrower Subsidiaries) on a Consolidated Basis, as of the last day of each Fiscal Quarter ending during a period set forth below, to be greater than the ratio set forth opposite such period below:

Period		Ratio

January 1, 2015 through March 31, 2015		4.50 to 1.00

April 1, 2015 through June 30, 2015		4.50 to 1.00

July 1, 2015 through September 30, 2015		4.25 to 1.00

Thereafter		4.25 to 1.00

Section 5.5 Capital Expenditures . Permit the aggregate amount of Capital Expenditures made by Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) on a Consolidated Basis, in any period set forth below, to exceed the amount set forth below for such period; provided , that such amount for any Fiscal Year shall be increased by, to the extent that a Permitted Acquisition is consummated during or prior to such Fiscal Year (but after the Closing Date), an amount equal to $1,000 per licensed bed of such Acquired Entity or Business (the “ Acquired Permitted CapEx Amount ”) ( provided , that with respect to the Fiscal Year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this proviso shall be an amount equal to the product of (x) the Acquired Permitted CapEx Amount and (y) a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year):

Period	Amount
January 1, 2015 through December 31, 2015	$	94,000,000
January 1, 2016 through December 31, 2016	$	96,000,000
January 1, 2017 through Scheduled Revolving Credit Termination Date	$	98,000,000

The amount of permitted Capital Expenditures set forth above in respect of any Fiscal Year commencing with the Fiscal Year ending on December 31, 2013, shall be increased by an amount equal to 50% of the unused permitted Capital Expenditures for the immediately preceding Fiscal Year (including the portion thereof (if any) of the unused permitted Capital Expenditures carried forward to such preceding Fiscal Year pursuant to this sentence).

Section 5.6 Investments to Cure Financial Covenant Defaults .

(a) Notwithstanding anything to the contrary contained herein, in the event the Loan Parties fail to comply with the requirements of the covenant as set forth in Section 5.1 , 5.2 , 5.3 or 5.4 (each, a “ Financial Cure Covenant ”) as at the last day of any Fiscal Quarter (a Fiscal Quarter ending on such day, a “ Curable Period ”), after the Closing Date until the expiration of the 10th day subsequent to the date the certificate calculating the Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d) with respect to the period ending on the last day of such Fiscal Quarter, the Loan Parties shall have the right (the “ Cure Right ”) to include any cash equity contribution made to Ultimate Parent or LLC Parent (which cash equity must consist of cash or Cash Equivalents not included in the calculation of Consolidated EBITDA — ABL, and Consolidated EBITDA — Term Loan pursuant to which Borrowers failed (or would have failed) to comply with any Financial Cure Covenant) after the beginning of such Fiscal Quarter and prior to the end of the Curable Period in the calculation of Consolidated EBITDA — ABL, and Consolidated EBITDA — Term Loan with respect to Sections 5.1, 5.2 , 5.3 and 5.4 (the “ Cure Amount ”). Upon the receipt by Ultimate Parent or LLC Parent of cash in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right, the Financial Cure Covenants shall be recalculated giving effect to the following pro forma adjustments (without duplication):

(i) Consolidated EBITDA — ABL, Consolidated EBITDA — Term Loan, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period shall be increased, solely for the purpose of measuring the Financial Cure Covenants for such Fiscal Quarter and for applicable subsequent periods which include such Fiscal Quarter, and disregarded for any other purpose under this Agreement (including determining the availability of any baskets and step-downs), by an amount equal to the Cure Amount (for avoidance of doubt, to the extent the Cure Amount was included in the calculation of Consolidated EBITDA — ABL, and Consolidated EBITDA — Term Loan pursuant to which Borrowers failed (or would have failed) to comply with any Financial Cure Covenant, no additional pro forma adjustment for such amounts is permitted); and

(ii) if, after giving effect to the foregoing recalculations, the Loan Parties shall then be in compliance with the requirements of the Financial Cure Covenants, the Loan Parties shall be deemed to have satisfied the requirements of the Financial Cure Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Cure Covenants which had occurred shall be deemed cured for all purposes of this Agreement.

certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date — Tranche A or Scheduled Revolving Credit Termination Date — FILO Tranche shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 , 5.2 , 5.3 or 5.4 , as applicable, in respect of the period ending on the last day of such Fiscal Quarter.

ARTICLE 6
REPORTING COVENANTS

Each Loan Party agrees with the Lenders, the L/C Issuers and Administrative Agent to each of the following (and, to the extent any information or report is delivered to Administrative Agent, Administrative Agent shall make such information available to Lenders), as long as any Obligation (other than contingent or indemnification obligations not then asserted or due) or any Revolving Credit Commitment remains outstanding:

Section 6.1 Financial Statements . Borrowers shall deliver to Administrative Agent each of the following:

(a) Monthly Reports . Within 30 days of any request of Administrative Agent or, if later, 30 days after the end of any fiscal month, (i) the Consolidated unaudited balance sheet of Ultimate Parent (or, in the case of any such fiscal month ending on or prior to the Closing Date, LLC Parent) as of the close of such fiscal month and related Consolidated statements of income and cash flow for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year, in each case certified by a Responsible Officer of each Borrower as fairly presenting in all material respects the Consolidated financial positions, results of operations and cash flow of Ultimate Parent (or LLC Parent, as applicable) as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments); (ii) statements of the operations of each business and Facility (including a current occupancy report, consolidated licensed bed count and an operating statement, each as of the last day of such calendar month and prepared on a Consolidated Basis, and a report of aged accounts receivable), and (iii) an accounting of payments received under the UPL Documents.

(b) Quarterly Reports . As soon as available, and in any event within 45 days after the end of each Fiscal Quarter of each Fiscal Year, (i) the Consolidated unaudited balance sheet of Ultimate Parent (or, in the case of any such Fiscal Quarter ending on or prior to the Closing Date, LLC Parent) as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of Ultimate Parent (or LLC Parent, as applicable) as fairly presenting in all material respects the Consolidated financial positions, results of operations and cash flow of Ultimate Parent (or LLC Parent, as applicable) as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments), and (ii) if requested by the Administrative Agent, statements

of the operations of each business and Facility (including a current occupancy report and an inventory of beds (indicating increases and decreases from the prior quarter) and an operating statement, each as of the last day of such calendar quarter and prepared on a Consolidated Basis, and a report of aged accounts receivable).

(c) Annual Reports . As soon as available, and in any event within 120 days after the end of each Fiscal Year, the Consolidated (and, if requested by Administrative Agent, consolidating) balance sheet of Ultimate Parent (or, in the case of any such Fiscal Year ending on or prior to the Closing Date, LLC Parent) as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Loan Parties’ Accountants that (i) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial positions, results of operations and cash flow of Ultimate Parent (or LLC Parent, as applicable) as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification, and (ii) if requested by the Administrative Agent, statements of the operations of each business and Facility (including a current occupancy report and an operating statement, each as of the last day of such calendar year and prepared on a Consolidated Basis, and a report of aged accounts receivable).

(d) Compliance Certificate . Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate substantially in the form attached hereto as Exhibit G , duly executed by a Responsible Officer of Ultimate Parent (or, in the case of any Fiscal Quarter or Fiscal Year ending on or prior to the Closing Date, LLC Parent) that, among other things, (i) shows in reasonable detail the calculations used in determining each financial covenant, (ii) demonstrates compliance with each financial covenant contained in Article 5 that is tested at least on a quarterly basis and (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that Borrowers propose to take with respect thereto.

(e) Borrowing Base Certificate . As soon as available and in any event within 30 days after the end of each fiscal month, upon each request for a Revolving Loan or issuance of a new Letter of Credit and from time to time upon the request of Administrative Agent or pursuant to Section 2.8 , GHLLC will deliver a Borrowing Base Certificate as at the last day of such period together with (i) the Consolidated statement of the collective operations of the businesses and Facilities (including an occupancy report, consolidated and consolidating licensed bed count and an operating statement, each as of the last day of such calendar month and prepared on a Consolidated Basis and consolidating basis (as applicable), and a report of aged accounts receivable) and (ii) with respect to each Borrowing Base Certificate delivered for the last month in a Fiscal Quarter, a quarterly Account roll-forward (which separately identifies the Accounts of the Borrowers), in a format acceptable to Administrative Agent in its reasonable discretion, tied to the beginning and ending account receivable balances of the general ledger, in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion.

(f) [Reserved].

Consolidated balance sheet of the Loan Parties as of the end of the next three succeeding Fiscal Years and the related Consolidated statements of projected cash flows and projected income.

(h) Management Discussion and Analysis . Together with each delivery of any Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Loan Parties for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

(i) [Reserved].

(j) Audit Reports, Management Letters, Etc . Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by GHLLC or Ultimate Parent from any independent registered certified public accountant (including the Loan Parties’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of Ultimate Parent as part of the Compliance Certificate delivered in connection with such Financial Statements.

(k) Insurance . Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, each in form and substance satisfactory to Administrative Agent and certified as complete and correct by a Responsible Officer of Ultimate Parent as part of the Compliance Certificate delivered in connection with such Financial Statements, a summary of all material insurance coverage maintained as of the date thereof by any Loan Party and including a representation that all improvements on any parcel of Real Property that are within a special flood hazard area as defined under the U.S. Flood Disaster Protection Act of 1973, as amended or as a wetlands area by any governmental entity having jurisdiction over any Real Property, are covered by flood insurance, together with such other related documents and information as Administrative Agent may reasonably require.

Information required to be delivered pursuant to Sections 6.1(b) and 6.1(h) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the website of the SEC at http://www.sec.gov; provided that, for the avoidance of doubt, LLC Parent or Ultimate Parent, as applicable, shall be required to provide copies of the compliance certificate required by clause (d) of this Section 6.1 to the Administrative Agent.

Section 6.2 Other Events . GHLLC shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows or has reason to know of it: (a)(i) any Default under this Agreement, any UPL Documents or any Material Master Lease and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event reasonably expected to result in a mandatory payment of the Obligations pursuant to the Term Loan Agreement or the Skilled RE Credit Agreement, including without limitation any Property Loss Event over $1,500,000, which notice shall state the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) any potential, threatened or existing material litigation or material proceeding against, or material investigation by or before any Governmental Authority of (or any agent, contractor, employee, designee of any Governmental Authority, including any private contractors retained by and/or acting on behalf of any Governmental Authority), any Loan Party or any Facility, that has or could reasonably be expected to (i) have a Material Adverse Effect, (ii) materially and adversely affect the right to operate any Facility or (iii) give rise to any indemnification obligation of a Loan Party (and/or any

Loan Party shall have received a claim for indemnification or actually paid any amount in respect of any indemnification obligation) in excess of $1,000,000 owed or paid to any other Person pursuant to the Constituent Documents of such Loan Party, (d) to the extent not already disclosed, the entering into any Material Master Lease, and (e) the closing of, or loss or non-renewal (or written threat of loss) of Primary License related to, any Facility, or withdrawal from Medicare, Medicaid or TRICARE or any of the next five largest Third-Party Payor Programs based on the reimbursements from such Third-Party Payor Programs to the Loan Parties and their Subsidiaries on a Consolidated Basis.

Section 6.3 Copies of Notices and Reports . GHLLC shall promptly deliver to Administrative Agent copies of each of the following: (a) all material press releases not made available directly to the general public and (b) each material notice (including notices of default or event of default) transmitted or received pursuant to, or in connection with, each Related Document.

Section 6.4 Taxes . GHLLC shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes with respect to any Tax Affiliate, which would have a Material Adverse Effect and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5 Labor Matters . GHLLC shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any Responsible Officer of any Loan Party knows of it: (a) except as would not, in the aggregate, have a Material Adverse Effect, the commencement of any material labor dispute to which any Loan Party is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Loan Party of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any Facility of any such Person.

Section 6.6 ERISA Matters . GHLLC shall give Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice, provided , that when such a notice is filed by an ERISA Affiliate that is not a Loan Party, such notice must only be given to Administrative Agent where such termination would reasonably be expected to have a material impact on a Loan Party, and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

Section 6.7 Environmental Matters

(a) GHLLC shall provide Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event no later than 14 days after any Responsible Officer of any Loan Party knows of it (and, upon reasonable request of Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Loan Party of any written notice of violation of or potential liability or similar notice under, or the existence of any condition that could

reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C) , if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in a Material Adverse Effect, and (ii) the receipt by any Loan Party of notification that any property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities.

(b) Upon request of Administrative Agent, GHLLC on behalf of the applicable Borrower shall provide Administrative Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant to any Loan Document.

Section 6.8 Other Information . GHLLC shall provide Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Loan Party, as Administrative Agent or such Lender through Administrative Agent may from time to time reasonably request, including, without limitation, financial reporting consolidated at the Skilled Subsidiary and/or the Genesis Subsidiary level (and within such groups, financial reporting by business segment), and other reports delivered to Agent consistent with past practice.

ARTICLE 7
AFFIRMATIVE COVENANTS

Each Loan Party agrees with the Lenders, the L/C Issuers and Administrative Agent to each of the following, as long as any Obligation (other than contingent or indemnification obligations not then asserted or due) or any Revolving Credit Commitment remains outstanding:

Section 7.1 Maintenance of Corporate Existence . Each Loan Party shall (i) preserve and maintain its legal existence, including doing all the things necessary to observe organizational formalities (except to the extent expressly permitted by Section 8.5 ); (ii) except where the failure to do so would not, in the aggregate, have a Material Adverse Effect, preserve and maintain its rights (including statutory rights), privileges, franchises and Permits necessary or desirable in the conduct of its business.

Section 7.2 Compliance with Laws, Etc.

(a) Each Loan Party shall comply in all material respects with and cause each of its employees, and use commercially reasonable efforts to cause each of its contractors and its tenants or operators under any Lease to comply in all material respects with all applicable Requirements of Law including Healthcare Laws, Permits and the Primary Licenses. Each Loan Party shall maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws.

(b) No Loan Party shall transfer any Permit to any location other than in compliance with Healthcare Laws or pledge any Permit as collateral security for any Indebtedness (except as permitted under the Loan Documents), and each Loan Party shall hold each Permit free from restrictions or known conflicts, which, in each case, would materially impair the use or operation of the related Facility for the uses described in Section 4.1(b) . No Loan Party shall permit any UPL Hospital to transfer any Permit (other than the transfer of Permits back to the respective

Borrower upon termination of the applicable UPL Program) or pledge any Permit as collateral security for any Indebtedness, and each Loan Party shall cause each UPL Hospital to hold each Permit free from restrictions or known conflicts, which, in each case, would materially impair the use or operation of the related Facility for the uses described in Section 4.1(b) . No Loan Party shall (i) subject to Section 7.4 , rescind, withdraw or revoke the Permit for any Facility or amend, modify, supplement or otherwise alter the nature, tenor or scope of the Permit for any Facility to the extent that such change, revocation or alteration in the Permit would have a Material Adverse Effect; or (ii) voluntarily transfer or encourage the transfer of any resident of a Facility to any other facility, unless such transfer is permitted or required by Requirements of Law or Healthcare Laws, for reasons relating to the welfare, health or safety of the resident to be transferred or other individuals or residents at the facility or is due to good faith concerns that the resident will not be able to pay his or her bills owed to the Facility.

(c) If required under applicable Requirements of Law, each Loan Party shall and shall cause each UPL Hospital to maintain in full force and effect all Permits and Primary Licenses for the Facilities, and a provider agreement or participation agreement for each Third-Party Payor Program listed in Schedule 7.2 , except to the extent that any such failure to maintain such Permits, Primary Licenses, provider agreements or participation agreements could not be reasonably likely to result in a Material Adverse Effect. True and complete copies of the Permits, including any certificates of occupancy, the Primary Licenses, and provider agreement or participation agreement shall be delivered to the Administrative Agent promptly upon its reasonable request to the extent such copies are available.

(d) To the extent applicable, and except as could not be reasonably expected to have a Material Adverse Effect, each Facility shall be operated in substantial compliance with all requirements for participation in all Third-Party Payor Programs; provided , however , that after prior notice to Administrative Agent (to the extent required by Section 6.2(e) ), each Loan Party may withdraw from Third-Party Payor Programs (other than from Medicare, Medicaid or TRICARE) in the ordinary course of business.

(e) No Loan Party, other than in the normal course of business or in connection with the implementation of a UPL Program, and, in any event, except as could not be reasonably expected to have a Material Adverse Effect, with respect to each Facility, shall change the terms of any Third-Party Payor Program now or hereinafter in effect or their normal billing payment or reimbursement policies and procedures with respect thereto (including the amount and timing of finance charges, fees and write-offs). All cost reports and financial reports submitted by any Borrower (on behalf of itself or any other Person, including UPL Hospitals) to any third-party payor shall be materially accurate and complete and shall not be misleading in any material respects and all patient or resident records, including patient or resident trust fund accounts, shall remain true and correct in all material respects.

(f) Each Loan Party shall comply with all obligations under the contracts and leases with residents of each Facility, and no Loan Party shall commit or permit any default by a Loan Party except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(g) Each Loan Party shall make all payments and otherwise perform all obligations in respect of all Material Master Leases to which any Loan Party is a party, keep such leases in full force and effect, and not allow such leases to lapse or be terminated other than in accordance with their terms or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with

the Administrative Agent in all respects to cure any such default, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

Section 7.3 Payment of Obligations . Each Loan Party shall pay or discharge before they become delinquent (a) all material claims, Taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Loan Party, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party in accordance with GAAP or with respect to which failure to do so would not have a Material Adverse Effect.

Section 7.4 Maintenance of Property . Each Loan Party shall maintain and preserve, in its own name, (a) in good working order and condition all of its property necessary in the conduct of its business, and (b) all rights, permits, licenses, approvals and privileges (including all Permits and Primary Licenses) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) or to make such necessary or appropriate filings above that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance .

(a) Each Loan Party shall maintain or cause to be maintained in full force and effect all policies of insurance of the kinds customarily insured against by Persons engaged in the same or similar business (including self-insurance) with respect to the property and businesses of the Loan Parties with financially sound and reputable insurance companies or associations of similar nature.

(b) With respect to the Insurance Captive, Borrowers shall (i) upon request, provide to the Administrative Agent any and all actuarial reports, opinions and studies performed by actuaries or insurance advisors related to its business, including information related to the professional and general liability claims and other claims covered by the Insurance Captive and (ii) cause the Insurance Captive to at all times be in good standing under the statutes of the jurisdiction of its organization and in compliance with all applicable Requirements of Law, including establishing and maintaining assets of the Insurance Captive in an amount necessary to comply with the self-insurance retention program requirements in accordance with applicable Requirements of Law.

Section 7.6 Keeping of Books . The Loan Parties shall keep proper books of record and account, in which full, true and correct entries in all material respects shall be made in accordance with GAAP and in substantial compliance in all material respects with all other applicable Requirements of Law of all financial transactions and the assets and business of each Loan Party.

Section 7.7 Access to Books and Property . Each Loan Party shall permit Administrative Agent (and, after and during the continuation of an Event of Default, the Lenders and any Related Person of any of them accompanying the Administrative Agent), at any reasonable time during normal business hours and with reasonable advance notice to GHLLC (during the continuance of an Event of Default, 1 Business Day shall be deemed to be reasonable advance notice) to (a) visit and inspect the property of each Loan Party and examine and make copies of and abstracts from, the corporate (and

similar), financial, operating and other books and records of each Loan Party, (b) discuss the affairs, finances and accounts of such Loan Party with any officer or director of any Loan Party and (c) communicate with an officer of any Loan Party and upon receipt of prior approval, directly with any registered certified public accountants (including the Loan Parties’ Accountants) of any Loan Party; provided that, except upon the occurrence and during the continuation of an Event of Default, when the following restrictions shall not apply, the Administrative Agent and the Lenders shall not exercise such rights more than four times (in the aggregate) in any calendar year. Each Loan Party shall authorize their respective registered certified public accountants (including the Loan Parties’ Accountants) to communicate directly with the Administrative Agent, the Lenders, their respective Related Persons and such officer contemporaneously, and to disclose to the Administrative Agent, the Lenders and their respective Related Persons all financial statements and other documents and information as they might have and are available to a Loan Party and the Administrative Agent or any Lender reasonably requests with respect to any Loan Party. The Administrative Agent and the Lenders shall give Loan Parties the opportunity to participate in any discussions with the Loan Parties’ independent public accountants.

Section 7.8 Environmental . Each Loan Party shall comply with, and maintain its Real Property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if the Administrative Agent at any time has a reasonable basis to believe that there exist material violations of Environmental Laws by any Loan Party or that there exist any material Environmental Liabilities, in each case, then each Loan Party shall promptly upon receipt of request from the Administrative Agent, cause the performance of environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. In the event (a) the Loan Party does not commence such work within thirty (30) days of such request and diligently pursue such work or (b) there is an Event of Default, the Administrative Agent, upon written notice to such Loan Party, shall have access to such real property to undertake the work, provided , that the Administrative Agent shall only be allowed to do so under the following conditions: (i) that it provide written notice at least five (5) business days in advance prior to the intended entrance onto the real property; (ii) that the work be conducted during normal business hours; (iii) that the Administrative Agent indemnify and hold harmless said Loan Party for any damages or losses resulting from the performance of the work by the Administrative Agent or its representatives; (iv) that the Administrative Agent ensure that the real property is restored to its pre-work condition, including, without limitation, restoring any surfaces that were disturbed during the performance of the work and properly closing any wells or boreholes installed during the performance of the work; and (v) abiding by all other health and safety requirements of the Loan Party that would typically be imposed on a visitor to the real property. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

Section 7.9 Post-Closing Obligations . Loan Parties shall cause to be performed and completed, to the Administrative Agent’s reasonable satisfaction, all of the obligations set forth on Schedule 7.9 hereto within the time periods set forth on Schedule 7.9 or such longer period as the Administrative Agent shall permit in its reasonable discretion.

Section 7.10 Additional Borrowers and Collateral .

(a) Additional Borrowers. Other than (A) entities that are formed for the sole purpose of consummating a Permitted Acquisition or executing and delivering a Lease permitted

by this Agreement, which are required to become a Borrower on or prior to the consummation of such Permitted Acquisition or execution and delivery of such Lease, (B) the HUD Sub-Facility Entities and the Skilled HUD RE Entities or entities that have de minimis assets and are formed for the sole purpose of facilitating joinder of entities under the HUD Sub-Facility or the Skilled HUD RE Credit Documents during all times in which the HUD Sub-Facility Credit Agreement or the Skilled HUD RE Credit Documents, as applicable, are in effect, or (C) the Non-Borrower Subsidiaries as set forth on Schedule 7.10 , Loan Parties shall cause each direct and indirect Subsidiary of any of the Loan Parties that (Y) is reflected in the Financial Statements, or (Z) comingles any of its funds with any Borrower (other than pursuant to Section 7.12(a)(i)(E) ), to become, unless otherwise directed by Agent in writing, a Borrower hereunder within 10 days of commencement of operations or its acquisition, including as a result of any Permitted Acquisition (in each case, which period may be extended by the Administrative Agent in its reasonable discretion). The Administrative Agent, in its sole discretion, shall determine if the Eligible Accounts of such Subsidiary that becomes a Borrower hereunder will be taken into account for the calculation of the Borrowing Base. To the extent that any Loan Party has any Guarantee Obligation to a creditor with respect to such Subsidiary, Loan Parties shall, upon Agent’s request, cause such creditor to enter into an intercreditor agreement with the other Loan Parties or other similar document in form and substance reasonably acceptable to Administrative Agent. To the extent not delivered to Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Loan Party shall, promptly, do each of the following, unless otherwise agreed by Administrative Agent:

(i) deliver to Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as reasonably determined by Administrative Agent, assumptions, amendments, endorsements or such other documents), in each case in form and substance reasonably satisfactory to Administrative Agent and as Administrative Agent deems necessary or advisable in order to ensure the following:

(A) each Subsidiary of any Loan Party that becomes a Borrower under this Agreement by execution and delivery of a joinder agreement, in form and substance acceptable to Administrative Agent pursuant to which such Subsidiary assumes all of the Obligations of a Borrower hereunder and agrees to be bound to the terms and conditions of this Agreement and the other Loan Documents in the same manner and to the same extent of any other Borrower as if it had been an original signatory hereto or thereof, including but not limited to (1) delivery of revised schedules reflecting updated information regarding such new Borrower, as required, and (2) delivery to Administrative Agent of one or more notes in form and substance substantially similar to the form of Note or amendments or amendment and restatements of any existing Note, evidence of insurance and other such documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents as Administrative Agent shall reasonably require to evidence the addition of such new Subsidiary as a Borrower; and

(B) each Loan Party (including any Person required to become a Borrower pursuant to clause (1) above) shall effectively grant to Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable (1) first priority security interest in the ABL Priority Collateral and (2) second priority security interest in the Term Loan Collateral (subject to the Intercreditor

Agreement and pursuant to the Security Agreement) as security for the Obligations of the Loan Parties.

(ii) take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have, subject to the Intercreditor Agreement, the same priority as that of the Liens on similar Collateral and other assets set forth in the Loan Documents executed on the Closing Date, including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law, providing title policies, if applicable, in favor of Administrative Agent for the benefit of Lenders, or other actions as Administrative Agent may otherwise reasonably request; and

(iii) deliver to Administrative Agent legal opinions relating to the matters described in this Section 7.10 , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, Administrative Agent.

(b) Additional Collateral.

(i) Subject to the Intercreditor Agreement (if applicable), with respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party that is required by the terms of this Agreement and the other Loan Documents to become Collateral (other than (x) any property subject to a Lien expressly permitted by Section 8.2(c) , (y) and the Skilled RE Priority Collateral, and (z) Instruments, Certificated Securities, Securities and Chattel Paper as to which the Administrative Agent for the benefit of the Secured Parties does not have a perfected Lien), except as otherwise provided in the Security Documents promptly, but in any case within 45 days (which period may be extended by the Administrative Agent in its reasonable discretion), (A) give notice of such property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to this Agreement, such other Loan Documents or other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent for the benefit of the Secured Parties a security interest in such Property (with the priority specified in the Intercreditor Agreement) and (B) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by the Intercreditor Agreement) in such property (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties has a perfected security interest in such property as of the Closing Date), including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent.

(ii) Subject to the Intercreditor Agreement (if applicable), with respect to any fee owned real property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 8.2(c) , (i) , (o) or (p) ; provided , however , that with respect to Liens permitted by

Section 8.2(c) or (i) , this exception shall apply to the extent such Liens expressly restrict the granting of a Mortgage) (A) within 45 days of such acquisition, give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent promptly thereafter execute and deliver a Mortgage (subject to Liens permitted by Section 8.2 ) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property ( provided that no Mortgage nor survey shall be obtained if the Administrative Agent reasonably determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (B) if reasonably requested by the Administrative Agent (1) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Administrative Agent, and (2) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (C) if requested by the Administrative Agent deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts .

(a) Each deposit account of each Borrower, other than Unrestricted Accounts, is set forth on Schedule 7.11 (as such schedule may be updated from time to time by Borrowers as part of the Compliance Certificate delivered pursuant to Section 6.2(d)). No Borrower shall (i) other than Facility Cash Accounts or Unrestricted Accounts, close or modify the arrangements regarding a deposit account (including any Concentration Account or the Agent Collection Account), without the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) other than Facility Cash Accounts or Unrestricted Accounts, establish, open or modify any deposit account, without the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) grant a security interest (or any other interest) in any deposit account to, or enter into any Control Agreement with, any other Person, other than those granted in connection with the Master Leases, the Term Loan Documents and the Skilled RE Loan Documents; provided security interests granted in connection with the Master Leases, the Term Loan Documents and the Skilled RE Loan Documents shall be subject to the rights of the Administrative Agent and Lenders pursuant to a control agreement, waiver and subordination agreement, intercreditor or other similar agreement, which agreement shall be reasonably acceptable to Administrative Agent in its sole and absolute discretion), or (iv) create, incur, assume or suffer to exist any Indebtedness (other than the Obligations) from any bank or other financial institution in which any deposit account is maintained, including, banks and financial institutions in which the Facility Cash Accounts are maintained, the Unrestricted Account Collecting Bank, the Concentration Account Collecting Bank or any Facility Depository Bank unless such Indebtedness shall be the subject of subordination agreement, intercreditor or other similar agreement (including a Control Agreement) among such bank or other financial institution, the respective Borrowers and Administrative Agent, which agreement shall be acceptable to Administrative Agent in its sole and absolute discretion (it being understood that such agreement

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shall permit customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of such fees and charges in effect from time to time (which customary fees and charges shall in no event include overdraft protection, credit or debit cards or other similar treasury services)).

(b) Each Loan Party shall (i) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, provided , however , that each Loan Party may maintain cash in Facility Cash Accounts, Unrestricted Accounts, zero-balance accounts for the purpose of managing local disbursements and, with the consent of the Administrative Agent (which consent may not be unreasonably withheld, conditioned or delayed), may maintain payroll, withholding tax and other fiduciary deposit accounts that are not Controlled Deposit Accounts, and (ii) deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts; provided , however , that upon the occurrence and during the continuance of any Event of Default Administrative Agent reserves the right to require that all amounts in deposit accounts and/or securities accounts that are not controlled shall be immediately deposited in deposit accounts and securities accounts that are Controlled Deposit Accounts or Controlled Securities Accounts to the extent permitted by applicable law, including statutory minimum requirements, except for, in the case of both clauses (i) and (ii) , cash and Cash Equivalents the aggregate value of which does not exceed $500,000 at any time.

(c) Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any investment or income of any funds in any Cash Collateral Account. After the occurrence and during the continuance of a Sweep Event and/or an Event of Default, after funds are deposited in any Cash Collateral Account, Administrative Agent may apply funds then held in such Cash Collateral Account to the payment of Obligations in accordance with Section 2.12 . No Loan Party and no Person claiming on behalf of or through any Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all Revolving Credit Commitments and the payment in full of all Obligations and, in the case of L/C Cash Collateral Accounts, the termination of all outstanding Letters of Credit.

Section 7.12 Cash Management; Agent Collection Account .

(a) Cash Management.

(i) Borrowers shall maintain, at their sole expense, the following accounts and facilities, which Borrowers hereby represent are in existence as of the Closing Date:

(A) deposit accounts set forth on Schedule 7.12(a), and, upon request of the Administrative Agent, certain other lockbox facilities, into which all payments and collections of all Accounts of each Borrower received by direct electronic funds transfer, check, credit card, draft or other similar means from any Account Debtor (including but not limited to Medicaid, Medicare or TRICARE) or any other Person, shall be directed (collectively, “ Facility Lockbox Accounts ” and the banks at which such Facility Lockbox Accounts are maintained, “ Facility Depository Banks ”). Any payment or collection on the Accounts of any Borrower not deposited in a Facility Lockbox Account shall be held in trust for the benefit of Lenders and deposited immediately by the Borrower receiving such payment into a Facility Lockbox Account. To the extent Account Debtors do not already deposit accounts receivable therein, each Borrower shall direct its respective Account Debtors to make payment on its Accounts into a Facility Lockbox Account. The funds on deposit in each such

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Facility Lockbox Account shall be transferred on each Business Day, to a Concentration Account pursuant to a standing order with the Facility Depository Bank. No standing orders may be modified or terminated without 30 days prior written notice from Borrowers to Administrative Agent, or such shorter time as Administrative Agent may agree. No Facility Lockbox Account shall be moved or closed without the consent of Administrative Agent. Each Facility Lockbox Account, the Facility Depository Bank in which such Lockbox Account is held, its address and the respective contact person together with the account name and number is identified on Schedule 7.11 .

(B) those certain Controlled Deposit Accounts (the “ Concentration Accounts ,” which, as of the Closing Date, are accounts number 30844124 with Citibank and 2000060110734 with Wells Fargo, and the banks at which the Concentration Accounts are maintained, the “ Concentration Account Collecting Banks ,” which are, as of the Closing Date, Citibank and Bank of America) into which (i) collections of Accounts paid to Facility Lockbox Accounts are concentrated and/or deposited by automatic electronic funds transfer on each Business Day, from each and every Facility Lockbox Account, and (ii) any Net Cash Proceeds shall be deposited. The Concentration Accounts shall not be moved or closed without the consent of Administrative Agent. The Concentration Accounts, the Concentration Account Collecting Banks, their respective addresses and contact persons together with the account names and numbers are specifically identified on Schedule 7.11 .

(C) that certain Controlled Deposit Account (the “ Disbursement Operating Account ,” which, as of the Closing Date, is account number 30844116, and the bank at which the Disbursement Operating Account is maintained, the “ Disbursement Operating Account Collecting Bank ,” which, as of the Closing Date, is Citibank) into which amounts may be deposited from the Concentration Accounts. The Disbursement Operating Account shall not be moved or closed without the consent of Administrative Agent. The Disbursement Operating Account, the Disbursement Operating Account Collecting Bank, its address and the respective contact person together with the account name and number is specifically identified on Schedule 7.11 .

(D) other deposit accounts in the name of one or more Loan Party or any Subsidiary of any Loan Party (excluding (x) the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect and (y) the Skilled HUD RE Entities during all times the applicable Skilled HUD RE Credit Documents are in effect) and in which proceeds of Term Loan Collateral may be deposited from time to time (collectively, the “ Unrestricted Accounts ” and the bank at which any Unrestricted Account is maintained, the “ Unrestricted Account Collecting Bank ”), which accounts (i) at any time that there shall be any outstanding Revolving Loans or Swing Loans, shall not collectively have an aggregate credit balance greater than $30,000,000, plus the aggregate amount of any drawn or committed but unpaid drafts, ACH or EFT transactions then outstanding as of the date on which there shall be any advance consisting of a Revolving Loan or a Swing Loan, or (ii) shall be zero balance accounts that have a $0 balance at the end of each Business Day. Administrative Agent reserves the right, upon a Default or Event of Default, to require that Loan Parties execute and deliver Control Agreements with respect to one or more Unrestricted Accounts.

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(E) a subaccount of the Concentration Account for each Subsidiary of GHLLC that does not become a Borrower pursuant to Section 7.10 , from which subaccount amounts may be deposited in the Concentration Account.

(ii) No credit support shall be provided to any Person except through an Unrestricted Account or issuance of a Letter of Credit under this Agreement. No Loan Party shall have any interest in a deposit account (other than an Unrestricted Account) that is shared with any other Person that is not a Loan Party. Loan Parties shall ensure that no payment or collections of any amounts due to any Person other than a Borrower are deposited into any of the foregoing deposit accounts, or if so deposited, is forwarded to such other Person as soon as reasonably practicable and shall not comingle any such funds with the funds of the Loan Parties.

(iii) Loan Parties shall not permit any Facility Depository Bank, Unrestricted Account Collecting Bank, or a Concentration Account Collecting Bank to be a Lender hereunder unless such bank shall waive or subordinate any and all of its rights to offset (unless otherwise prohibited by the CMS Bulletin (as defined below), such waiver or subordination of its rights to offset shall exclude its right to offset, (A) in respect of customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of such fees and charges in effect from time to time for all deposit accounts (which customary fees and charges shall in no event include overdraft protection, credit or debit cards or other similar treasury services) and (B) in respect of the Obligations (excluding Cash Management Obligations) for all deposit accounts other than Government Receivables Deposit Accounts) against each deposit account pursuant to a Control Agreement (or other similar agreement) acceptable to Administrative Agent in its sole discretion. Each Lender that is a Facility Depository Bank, Unrestricted Account Collecting Bank, or a Concentration Account Collecting Bank, hereby waives all of its right to offset the Obligations (other than in respect of customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of fees and charges in effect from time to time to the extent permitted by the CMS Bulletin) against each Government Receivables Deposit Account of a Loan Party maintained by such Lender to the extent necessary to comply with the requirements of the CMS Bulletin.

(iv) Loan Parties shall ensure that (A) each Facility Depository Bank, each Unrestricted Account Collecting Bank and the Concentration Account Collecting Bank complies with all requirements of the Department of Health and Human Services Centers for Medicare & Medicaid Services (CMS) Manual System Pub. 100-4 Transmittal 213 (including change request 3079) and any replacement, change or update thereto (the “ CMS Bulletin ”) and (B) other than with respect to the Facility Lockbox Account/Government Receivables Deposit Account, account number 5801076067 held by SunDance Rehabilitation Corporation (for deposits relating to SunDance Rehab) at Bank of America, N.A, no funds other than proceeds from Medicaid, Medicare, TRICARE and other state or federal healthcare payor programs are deposited in Government Receivables Deposit Accounts designated for the purpose of receiving such proceeds . No Loan Party shall withdraw or otherwise transfer funds from any Facility Lockbox Account or Government Receivables Deposit Account other than pursuant to the standing sweep instructions transferring such funds to the Concentration Account.

(v) On or before the Closing Date (or, if not required by Administrative Agent on the Closing Date, at the time appointed therefor after the Closing Date,

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including upon the formation or acquisition of a new entity that is to become a Borrower pursuant to the requirements of Section 7.10 ), each Borrower shall have executed the following:

(A) A Control Agreement (1) with each Facility Depository Bank, with respect to each Facility Lockbox Account that is not a Government Receivables Deposit Account, (2) with each Concentration Account Collecting Bank, with respect to the Concentration Account, and (3) with the Disbursement Operating Account Collecting Bank, with respect to each Disbursement Operating Account, in each case, pursuant to which Borrowers shall have access to the funds in such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account, provided that immediately upon the occurrence and during continuance of any Sweep Event, at the option of Administrative Agent, no Borrower shall have access to the funds in such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account and all funds shall be transferred on a daily basis from such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account to the Agent Collection Account (as defined below). No Control Agreement may be modified without Administrative Agent’s prior written consent.

(B) An agreement (each a “ Facility Lockbox Agreement ”) with each Facility Depository Bank with respect to each Facility Lockbox Account that is a Government Receivables Deposit Account, pursuant to which such bank agrees to provide certain information to Administrative Agent regarding each such Facility Lockbox Account and to maintain each such Facility Lockbox Account in accordance with the requirements thereof, including with respect to each such Facility Lockbox Account the transfer by electronic funds transfer no more than daily, funds on deposit therein to the Concentration Accounts. No Facility Lockbox Agreement may be modified without Administrative Agent’s prior written consent.

(b) Agent Collection Account . Administrative Agent has established and shall maintain, at the sole expense of Borrowers, the following deposit account (such account or such other account as Administrative Agent may specify from time to time in writing to Borrowers, the “ Agent Collection Account ”) into which, after the occurrence and during the continuance of a Sweep Event, at the option of Administrative Agent, all funds on deposit in the Concentration Account shall be sent by electronic transfer on a daily basis. In any case where any bank fails to transfer funds notwithstanding Borrowers’ instructions, Borrowers shall use their best efforts to immediately and completely cure such default on the part of such bank. As of the Closing Date, the Agent Collection Account shall be:

Name:		Deutsche Bank Trust Company Americas
Address:		One Bankers Trust Plaza
		New York, New York
ABA No.:		021-001-033
Account No.:		50271079
Account Name:		HH Cash Flow Collections
Reference:		Genesis Healthcare LLC HFS# 2922

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Section 7.13 Further Assurances . Maintain the security interest created by the Security Agreement as a perfected security interest (to the extent required by the Security Agreement) having at least the priority specified in the Intercreditor Agreement, subject to the rights of the Loan Parties under the Loan Documents to Transfer the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Administrative Agent for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby

Section 7.14 Use of Proceeds . The proceeds of the Loans shall be used to pay fees and expenses related to Skilled Acquisition and the Skilled Refinancing and for general corporate (including working capital) purposes of the Loan Parties not prohibited by this Agreement.

Section 7.15 Annual Lenders Meeting . Each Loan Party shall participate in an annual telephonic conference call with the Administrative Agent and the Lenders at such time as may be reasonably agreed to by the Borrowers and the Administrative Agent.

Section 7.16 Material Master Leases . With respect to any Material Master Lease (other than the Master Leases), cause the parties to such Material Master Lease to execute an intercreditor or similar agreement satisfactory to the Administrative Agent, on terms substantially similar to those set forth in the Master Lease Intercreditor Agreements or on terms no less favorable to the Lenders than those set forth in the Master Lease Intercreditor Agreements, as reasonably determined by the Administrative Agent.

Section 7.17 UPL Programs . With respect to each UPL Program or proposed UPL Program, as the case may be:

(a) Borrowers may implement UPL Programs, including the transfer of assets to a UPL Hospital in connection therewith; provided, that (i) at the time of such implementation, no Default or Event of Default shall have occurred and be continuing or result therefrom (including with respect to the requirements of Section 4.1 ), (ii) to the extent a new Subsidiary is formed in connection therewith, Loan Parties shall comply with all applicable requirements of Section 7.10 and the Security Documents, (iii) Administrative Agent shall have received a revised Borrowing Base Certificate, prepared on a Pro Forma Basis, giving effect to the implementation of such UPL Program and demonstrating Borrowing Availability —Tranche A-1 or Borrowing Availability — Tranche A-2, as applicable, of not less than $10,000,000, and (v) not less than five (5) Business Days prior to the execution and delivery of the related UPL Documents, Borrowers shall provide (A) notice to Administrative Agent of its intent to implement such UPL Program, (B) true, complete and correct copies of the related UPL Documents, which documents shall be substantially similar in all material respects with UPL Documents executed and delivered in connection with Borrowers’ existing UPL Programs, (C) a description of the proposed cash management system related to such UPL Program, which system shall be reasonably acceptable to Administrative Agent, and (D) a certificate of a Responsible Officer certifying compliance with the requirements of this Section 7.17(a).

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(b) Each UPL Borrower (or its Affiliate) shall make all payments and otherwise perform, in all material respects, all obligations under all UPL Documents to which any Loan Party is a party.

(d) UPL Borrower (or its Affiliate) shall terminate the respective UPL Documents following an event of default thereunder (which remains uncured after any applicable cure period) upon the latest to occur of (i) the date that is forty-five (45) days after such event of default, (ii) receipt of new provisional licenses necessary for operation of the subject Facility (but in any event, such period to receive new provisional licenses shall not exceed sixty (60) days after such event of default), and (iii) such longer period as Administrative Agent may agree.

(e) Upon notice from Administrative Agent to Borrowers following the occurrence of an Event of Default, UPL Borrowers (or its Affiliate) shall execute and deliver notices of termination of the respective UPL Documents to the respective counterparty or counterparties thereto in accordance with the UPL Documents.

ARTICLE 8
NEGATIVE COVENANTS

Each of the Loan Parties agrees with the Lenders, the L/C Issuers and Administrative Agent to each of the following, as long as any Obligation (other than contingent or indemnification obligations not then asserted or due) or any Revolving Credit Commitment remains outstanding:

Section 8.1 Indebtedness . No Loan Party shall directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a) Indebtedness existing on the date hereof and set forth in Schedule 8.1 , and any Permitted Refinancing thereof;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of the Loan Parties to the extent permitted by Section 8.4(a) ; provided that (i) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Subsidiary that is not a Borrower to a Loan Party that exceeds $5,000, individually, or $1,000,000 in the aggregate, shall be evidenced by a promissory note (which shall be substantially in the form of Exhibit M hereto) with customary subordination provisions, (ii) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Subsidiary that is a Borrower, to the extent required to be pledged under the Security Agreement, shall be evidenced by a promissory note, which promissory note shall be subject to a security interest thereunder and shall be delivered to the Term Loan Collateral Agent or the Administrative Agent, as the case may be;

(d) Indebtedness of the Loan Parties incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals, replacements, modifications, refundings and refinancing of any such Indebtedness that do not increase the outstanding principal amount thereof (other than to the extent of any premiums, interest or costs and expenses incurred in connection therewith); provided that (i) such Indebtedness is incurred

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prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 8.l(d) , when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 8.l(e) , shall not exceed $35,000,000 at any time outstanding;

(e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 8.1(d) , not in excess of $35,000,000 at any time outstanding and Permitted Refinancings thereof;

(f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by the Loan Parties in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

(g) Indebtedness assumed in connection with a Permitted Acquisition and any Permitted Refinancing thereof; provided that (i) such Indebtedness is not incurred in contemplation of, or in connection with, such Permitted Acquisition, (ii) both immediately prior and after giving effect thereto, no Event of Default shall exist or would result therefrom, (iii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such incurrence for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered as if such incurrence had occurred as of the first day of such period shall be 0.25:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 5.4 and (iv) Ultimate Parent shall have delivered to the Administrative Agent a certificate of a Responsible Officer to the effect set forth in clauses (ii) and (iii) above setting forth reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) abov e ;

(h) unsecured Indebtedness of the Loan Parties, so long as at the time of the incurrence thereof and after giving effect thereto, the Consolidated Total Leverage Ratio shall be less than 2.50 to 1.00 calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such incurrence for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered, and Permitted Refinancings thereof; provided , that such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date at the time such Indebtedness is incurred;

(i) Guarantee Obligations by the Loan Parties of Indebtedness of the Loan Parties so long as the Loan Parties incurring such Indebtedness are permitted to incur such Indebtedness represented by such Guarantee Obligation hereunder;

(j) Indebtedness of the Loan Parties in respect of the Term Loan Documents in an aggregate principal amount not exceeding the sum of (i) $ $230,671,683.70 plus (ii) the aggregate principal amount of any Incremental Loans (as defined in the Term Loan Agreement) up to $75,000,000; provided that both immediately before and after giving effect to such Incremental Loans the Loan Parties shall be in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement);

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(k) the guaranty by each Borrower as required pursuant to Section 2.21 (each a “ HUD Guarantor ”, as the case may be, of the HUD Sub-Facility Entities’ obligations under the HUD Sub-Facility Credit Agreement in an aggregate principal amount not exceeding $80,000,000; provided that no HUD Guarantor shall be permitted to guaranty the HUD Sub-Facility Entities’ obligations under the HUD Sub-Facility Credit Agreement until such time as the HUD Sub-Facility Entity of which such HUD Guarantor is a direct or indirect equity holder becomes a party to the HUD Sub-Facility Credit Agreement as a borrower;

(l) other Indebtedness of the Loan Parties in an aggregate principal amount not exceeding $55,000,000 at any time outstanding;

(m) Indebtedness arising from agreements of any Loan Party providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments and the disposition of any business, assets or Equity Interests or Equity Equivalents permitted hereunder;

(n) Indebtedness consisting of (A) trade obligations or (B) accrued current liabilities for services rendered to any Loan Party arising in the ordinary course of business;

(o) Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business;

(p) Indebtedness representing deferred compensation to employees of the Borrowers or any of their Subsidiaries incurred in the ordinary course of business consistent with past practice;

(q) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(r) Indebtedness incurred in the ordinary course of business in respect of obligations of the Loan Parties to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(s) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business consistent with past practice;

(t) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(u) Indebtedness of the Loan Parties under any Hedge Agreement permitted under Section 8.4(f) ;

(v) Indebtedness of the Loan Parties owed to former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates)

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of the Borrowers in lieu of any cash payment permitted to be made under Section 8.6(a)(iii) ; provided that all such Indebtedness shall be unsecured;

(w) Guarantees in respect of Indebtedness of directors, officers and employees of the Loan Parties in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes, if the aggregate amount of Indebtedness so guaranteed, when added to the aggregate amount of loans and advances then outstanding under Section 8.4(e) , shall not at any time exceed $7,000,000;

(x) Indebtedness in respect of Real Property Financing Obligations of Real Property, including but not limited to, Indebtedness of Ultimate Parent and its Subsidiaries in respect of the Skilled RE Loan Documents in an aggregate principal amount not exceeding $360,000,000 at any time outstanding (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement) ;

(y) Indebtedness the net proceeds of which are used to fund the purchase of Facilities in connection with the Health Care REIT Asset Buyback, so long as (i) at the time of the incurrence thereof and after giving effect thereto, the Loan Parties would be in compliance with the Financial Condition Covenants, (ii) the Consolidated Fixed Charge Coverage Ratio — Term Loan at the time of incurrence thereof and after giving effect thereto shall not be less than the Consolidated Fixed Charge Coverage Ratio — Term Loan immediately prior to such incurrence and after giving effect thereto, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such incurrence for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered and (iii) such Indebtedness has a final maturity date equal to or later than 91 days after the Scheduled Revolving Credit Termination Date; and

(z) Indebtedness of Ultimate Parent and its Subsidiaries in respect of the Skilled HUD RE Entities’ obligations under the Skilled HUD RE Credit Documents in an aggregate principal amount not exceeding $90,000,000 (and any Permitted Refinancing thereof).

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Ultimate Parent (or, if prior to the Closing Date, LLC Parent) in each case, dated such date prepared in accordance with GAAP.

Section 8.2 Liens . No Loan Party shall create, incur, maintain, assume or otherwise suffer to exist any Lien upon or with respect to any of its property (including Equity Interests, Equity Equivalents or the other securities of any person, including any Borrower), whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(a) Liens on property or assets of the Borrowers existing on the date hereof and set forth in Schedule 8.2 ; provided that such Liens shall secure only those obligations which they secure on the date hereof other than newly created improvements thereon or proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunder;

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(b) Any Lien created under the (i) Loan Documents and (ii) Term Loan Documents; provided that in the case of clause (ii) , such Liens are subject to the terms of the Intercreditor Agreement;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Loan Parties or existing on any property or assets of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Borrower, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, (ii) such Lien does not apply to any other property or assets of the Loan Parties other than newly created improvements thereon or proceeds from the disposition of such property, (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be, and extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 8.1(g) hereof, and (iv) no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral except to the extent that such ABL Priority Collateral is held in an Unrestricted Account in compliance with the limitations set forth in Section 7.12 and not comingled with any other ABL Priority Collateral (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral that is included in the Borrowing Base);

(d) Liens for Taxes not yet due or which are being contested in compliance with Section 7.3 ;

(e) Liens in respect of property of the Loan Parties imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due or payable or which are being contested in compliance with Section 7.3 ;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Loan Parties;

(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Loan Parties; provided that (i) such security interests secure Indebtedness permitted by Section 8.1(d) , (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of the Loan Parties;

(j) Liens securing judgments that have not resulted in an Event of Default under Section 9.1 ;

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(k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of any Loan Party or resulting in a material diminution in the value of any Collateral as security for the Obligations;

(l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii) , so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral that is included in the Borrowing Base);

(m) Liens arising from precautionary filing of UCC financing statements relating solely to Leases not prohibited by this Agreement (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral that is included in the Borrowing Base);

(n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Loan Parties;

(o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $7,000,000; provided , however , that no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral except to the extent that such ABL Priority Collateral is held in an Unrestricted Account in compliance with the limitations in Section 7.12 and not comingled with any other ABL Priority Collateral (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral that is included in the Borrowing Base);

(p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 8.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 8.1(x) , including (x) any Lien created under the Skilled RE Loan Documents in the Skilled RE Priority Collateral and junior Liens under the Skilled RE Loan Documents in certain ABL Priority Collateral subject to the Intercreditor Agreement and any Permitted Refinancing thereof permitted pursuant to the Intercreditor Agreement and (y) any Lien incurred in connection with Indebtedness permitted to be incurred pursuant to Section 8.1(z);

(q) pledges and deposits in the ordinary course of business and consistent with past practices securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Loan Parties;

(r) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; provided , however , to the extent that such collection bank, banking or other financial institution has

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executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such Control Agreement;

(s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 8.4 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Transfer any property in a Transfer permitted under Section 8.5 , in each case, solely to the extent such Investment or Transfer, as the case may be, would have been permitted on the date of the creation of such Lien;

(t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Loan Party to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Loan Party or (iii) relating to purchase orders and other agreements entered into with customers of any Loan Party, in each case, in the ordinary course of business; provided , however , to the extent that such collection bank, banking or other financial institution has executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such Control Agreement;

(u) (i) Liens solely on any cash earnest money deposits made by the Loan Parties in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; provided , however , that no such Liens or filing shall be permitted to exist on or with respect to ABL Priority Collateral except to the extent that such ABL Priority Collateral is held in an Unrestricted Account in compliance with the limitations set forth in Section 7.12 and not comingled with any other ABL Priority Collateral (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral that is included in the Borrowing Base);

(v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Borrower;

(w) in the case of any joint venture, any put and call arrangements related to its Equity Interests and Equity Equivalents set forth in its Constituent Documents or any related joint venture or similar agreement;

(x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 8.1(y) ;

(y) Liens granted in connection with the pledge or transfer of the Equity Interests or Equity Equivalents of a joint venture permitted hereunder; and

(z) other Liens with respect to property or assets of the Loan Parties securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; provided , however , that no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral except to the extent that such ABL Priority Collateral is held in an Unrestricted Account in compliance with the limitations set forth in Section 7.12 and not comingled with any other ABL Priority Collateral (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to ABL Priority Collateral that is included in the Borrowing Base).

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Section 8.3 Sale and Lease-Back Transactions . No Loan Party shall, directly or indirectly, enter into any Sale and Lease-Back Transaction with any Person (other than a Loan Party) unless (a) the Transfer of such property is permitted by Section 8.5 , (b) any Capital Lease Obligations or Liens arising in connection therewith are permitted by Sections 8.1 and 8.2 , as the case may be, and either (i) consist of Real Property Financing Obligations and Liens granted in connection therewith or (ii) are in an aggregate principal amount not exceeding $35,000,000 at any time outstanding, (c) the Loan Parties shall be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such incurrence for which the financial statements and certificates required by Section 6.1(a) , (b) or (c) , as the case may be, and 6.1(d) have been delivered as if such Sale and Lease-Back Transaction had occurred as of the first day of such period, (d) to the extent that any ABL Priority Collateral related to such property shall be Transferred, the proceeds of the Transfer of such ABL Priority Collateral must be used to repay the Loans pursuant to Section 2.8(a) , and (e) except as provided in clause (d) above, the Net Cash Proceeds of such Sale and Lease-Back Transaction shall be applied in accordance with Section 2.8(b) of the Term Loan Agreement and to the extent that the obligations under the Term Loan Agreement have been paid in full, such Net Cash Proceeds shall be applied to the Obligations.

Section 8.4 Investments . No Loan Party shall purchase, hold or acquire any Equity Interests or Equity Equivalents, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing, “ Investments ”), except:

(a) (i) Investments by any Loan Party in any other Loan Party (provided that, in the case of an Investment in any Guarantor, such Guarantor shall become a party to the Security Agreement as a “Grantor” pursuant to a joinder agreement in form and substance reasonably satisfactory to Administrative Agent) and (ii) Investments by the Loan Parties in Subsidiaries that are not Loan Parties, provided that, after the date hereof, the aggregate amount of Investments made pursuant to this Section 8.4(a)(ii) by any Loan Party in Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $15,000,000 at any time outstanding;

(b) Investments in cash and Cash Equivalents;

(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that Loan Parties shall provide prompt written notice to Administrative Agent of any such settlement of accounts for which the face value is greater than or equal to $1,000,000 individually (or for a group of related accounts) and for each such settlement if the aggregate face value of such accounts is greater than or equal to $15,000,000 in any year;

(e) Loan Parties may make loans and advances in the ordinary course of business to employees, directors and officers of the Loan Parties in an aggregate principal amount at any time outstanding, when added to the aggregate amount of guarantees under Section 8.1(w) , not to exceed $7,000,000 (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such person’s purchase of Equity Interests or Equity Equivalents of Ultimate Parent ( provided that the amount of such loans and advances to the extent made in cash shall be contributed to the Borrowers in cash as common equity) and (iii) for any other purpose;

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(f) Loan Parties may enter into Hedge Agreements that are not speculative in nature and are made in the ordinary course of business;

(g) to the extent that such assets, Equity Interests and Equity Equivalents are transferred to a Loan Party contemporaneously with such acquisition and such acquisition is consensual and approved by the board of directors of such Acquired Entity or Business, the Loan Parties may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 75% of the Equity Interests or Equity Equivalents (other than directors’ qualifying shares) of a Person; provided (i) the Acquired Entity or Business shall be in a line of Business permitted by Section 8.8(a)(i) ; (ii) at the time of such transaction (A) after giving effect thereto, no Event of Default shall have occurred and be continuing; (B) the Loan Parties would be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered, as if such transaction had occurred as of the first day of such period; (C) the Loan Parties’ Consolidated Total Leverage Ratio does not exceed the lesser of (x) 2.50:1.00 and (y) 0.25:1.00 less than the applicable maximum Consolidated Total Leverage Ratio set forth in Section 5.4 , in each case calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered as if such transaction had occurred as of the first day of such period; (D) the Loan Parties shall comply, and shall cause the Acquired Entity or Business to comply, with the applicable provisions of Section 7.10 and the Security Documents to the extent required thereby; (iii) on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered, as if such transaction had occurred as of the first day of such period, the aggregate of the Acquired EBITDA of any Persons acquired in accordance with this Section 8.4(g) during the term of this Agreement that are not at such time Loan Parties shall not exceed 10% of pro forma Consolidated EBITDA — Term Loan of the Loan Parties; and (iv) in the event the Acquired Entity or Business is to become a Borrower pursuant to Section 7.10 , the Administrative Agent shall have received a Borrowing Base Certificate demonstrating that (i) the aggregate principal amount of Revolving Credit Outstandings — Tranche A-1 does not exceed the lesser of the aggregate Revolving Credit Commitments — Tranche A-1 and the Borrowing Base — Tranche A-1 and (ii) the aggregate principal amount of Revolving Credit Outstandings — Tranche A-2 does not exceed the lesser of the aggregate Revolving Credit Commitments — Tranche A-2 and the Borrowing Base — Tranche A-2 (any acquisition of an Acquired Entity or Business meeting all the criteria of this Section 8.4(g) being referred to herein as a “ Permitted Acquisition ”);

(h) Investments set forth in Schedule 8.4 ;

(i) the Loan Parties may receive and hold promissory notes and other non-cash consideration received in connection with Asset Sales permitted under Section 8.5 ;

(j) the Loan Parties may make Capital Expenditures permitted under Section 5.5 ;

(k) other Investments in an aggregate amount at any time outstanding not exceeding (x) the greater of (A) $65,000,000 and (B) 20% of Consolidated EBITDA — Term Loan calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the financial statements and certificates

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required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered, as if such transaction had occurred as of the first day of such period , plus (y) the Net Cash Proceeds received after the Closing Date from any Excluded Issuance (other than the proceeds of any Excluded Issuance made in connection with an exercise of the Loan Parties’ Cure Right under Section 5.6(a) );

(l) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, other Investments at any time outstanding not exceeding the Available Amount, if, after giving effect to such Investment, calculated on a Pro Forma Basis, (i) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (ii) the Loan Parties shall be in compliance with the Financial Condition Covenants, in each case, as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such incurrence for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered as if such incurrence had occurred as of the first day of such period;

(m) Investments made directly to the Insurance Captive in the amounts required by the actuarial analysis or statutory requirement, copies of which are provided to the Administrative Agent pursuant to Section 6.1(k) ;

(n) to the extent constituting Investments, transactions permitted by Sections 8.1 , 8.2 , 8.3 , 8.5 , and 8.6 ;

(o) Investments to the extent financed solely with the Qualified Capital Stock of Ultimate Parent;

(p) Guarantee Obligations incurred by the Loan Parties with respect to operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by Borrowers in the ordinary course of business;

(q) Investments of any Person in existence at the time such Person becomes a Loan Party in accordance with the terms hereof; provided that such Investment was not made in connection with or anticipation of such Person becoming a Loan Party, and any modification, replacement, renewal or extension thereof on terms at least as favorable on the whole to the Lenders;

(r) loans and advances to any Parent Company in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances) Restricted Payments to the extent permitted to be made to such Parent Company in accordance with Section 8.6 ; and

(s) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Investments in Facilities guaranteed by or otherwise subject to a mortgage, deed of trust or similar encumbrance in favor of HUD, which Investments shall not exceed, in the aggregate, $200,000 per such Facility;

(t) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, Investments in joint ventures in an amount not to exceed $25,000,000 at any time outstanding.

For purposes of covenant compliance with this Section, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the

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value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment not to exceed the original amount of such Investment.

Section 8.5 Mergers, Consolidations, Sales of Assets and Acquisitions . No Loan Party shall:

(i) (A) any Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Transfer all or substantially all of its assets to the Borrowers (so long as (x) in the case of such merger, amalgamation, liquidation or consolidation, the Borrowers shall be the continuing or surviving entity and (y) no such merger, amalgamation, liquidation or consolidation shall be between a Genesis Subsidiary and a Skilled Subsidiary), (B) any Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Transfer all or substantially all of its assets to any other Subsidiary (other than the Borrowers and provided that (x) if one of the parties to such merger, amalgmation, liquidation or consolidation or Transfer is a Loan Party, either (i) such Loan Party shall be the continuing or surviving entity or the recipient of such assets or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Borrower and the Borrowers shall comply with Section 7.10 in connection therewith, and (y) no such merger, amalgamation, liquidation or consolidation or Transfer shall be between a Genesis Subsidiary and a Skilled Subsidiary); provided that, neither LLC Parent nor any of its Subsidiaries may be merged, amalgamated, liquidated or consolidated with or into nor may Transfer all or substantially all of its assets to Ultimate Parent or any of its Subsidiaries (other than LLC Parent and its Subsidiaries) and (C) any Subsidiary (other than LLC Parent and its Subsidiaries) may be merged, amalgamated, liquidated or consolidated with or into and may Transfer all or substantially all of its assets to LLC Parent and its Subsidiaries (provided that LLC Parent or any of its Subsidiaries shall be the continuing or surviving entity);

(ii) Parent and Holdings may be dissolved or merged with or into LLC Parent (provided that LLC Parent shall be the continuing or surviving corporation);

(iii) any Subsidiary (other than LLC Parent) may liquidate or dissolve if (i) in the case of a Genesis Subsidiary or Skilled Subsidiary, Genesis Holdings or Skilled Holdings (as applicable) determines in good faith that such liquidation or dissolution is in the best interests of Genesis Holdings or Skilled Holdings (as applicable) and is not materially disadvantageous to the Lenders, (ii) in the case of a Subsidiary that is not a Genesis Subsidiary or Skilled Subsidiary, Ultimate Parent determines in good faith that such liquidation or dissolution is in the best interest of Ultimate parent and is not materially disadvantageous to the Lenders and (iii) to the extent such Subsidiary is a Loan Party, any assets or business not otherwise Transferred in accordance with Section 8.5(b) or, in the case of any such business, discontinued, shall be Transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;

(iv) any Subsidiary (other than LLC Parent) may merge or consolidate in order to consummate an Asset Sale permitted by Section 8.5(b) ; and

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(v) Permitted Acquisitions permitted by Section 8.4(g) may be consummated.

(b) Make any Asset Sale (other than an involuntary Asset Sale, such as casualty, condemnation or similar events) not otherwise permitted under paragraph (a) above:

(i) except for sales or other dispositions of non-core assets acquired in a Permitted Acquisition; provided that (A) such sales shall be consummated within 360 days of such Permitted Acquisition, (B) to the extent that such non-core assets include ABL Priority Collateral, the Net Cash Proceeds of the Transfer of such ABL Priority Collateral must be used to repay the Loans pursuant to Section 2.8(a) , and (C) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrowers) ;

(ii) unless

(A) such Asset Sale is between Subsidiaries that are not Loan Parties or

(B) such Asset Sale is from a Loan Party to a Subsidiary that is not a Loan Party; provided that the fair market value of all assets Transferred pursuant to this clause (b) (ii)(B) shall not exceed $15,000,000 in the aggregate over the term of this Agreement; or

(iii) unless such Asset Sale is from a Loan Party to a Borrower that is a HUD Sub-Facility Entity, in each case, to the extent (1) necessary to comply with requirements of Law related to HUD and (2) the Loan Parties are in compliance with the Collateral Coverage Requirement after giving effect to such Asset Sale; or

(iv) unless

(A) such Asset Sale is for consideration at least 75% of which is cash,

(B) consideration for such Asset Sale is at least equal to the fair market value of the assets being Transferred,

(C) the fair market value of all assets Transferred pursuant to this clause (iii) shall not exceed $130,000,000 in any Fiscal Year; provided that for purposes of this clause (C) , ( x ) the amount of any liabilities of the Loan Parties or that are assumed by the transferee of any such assets and ( y ) involuntary Asset Sales, such as casualty, condemnation or similar events shall be excluded,

(D) (1) there shall be no Event of Default (including, for avoidance of doubt, a failure to remedy any breach of a financial covenant set forth in Article 5 in the time permitted by Section 5.6 ), or (2) if such Asset Sale is of ABL Priority Collateral, there shall be no Default under this Agreement arising from (x) a breach of any financial covenant set forth in Article 5 that has not yet been remedied by the investment permitted pursuant to Section 5.6 , (y) a breach of Section 7.11 (Deposit Accounts; Securities Accounts and Cash Collateral) and/or Section 7.12 (Cash Management; Agent Collection Account), and/or (z)

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the occurrence of any event that has had Material Adverse Effect, in each case of clauses (1) and (2) , that shall have occurred and be continuing or would result therefrom,

(E) the Loan Parties shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such Asset Sale for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) or 6.1(c) , as the case may be, and 6.1(d) have been delivered, as if such Asset Sale had occurred as of the first day of such period;

(F) if such Asset Sale involves ABL Priority Collateral, Borrower shall have delivered an updated Borrowing Base Certificate giving Pro Forma effect to such Asset Sale; and

(G) to the extent that such Asset Sale includes ABL Priority Collateral, the Net Cash Proceeds of the Transfer of such ABL Priority Collateral must be used to repay the Loans pursuant to Section 2.8(a) .

Notwithstanding the foregoing, any Asset Sale of non-core assets acquired as part of the Skilled Acquisition may not be sold unless (i) the aggregate consideration received for such Asset Sale is equal to or greater than the average appraisal value for such assets determined by each of an appraiser selected by the Borrowers and an appraiser selected by the Administrative Agent (provided that any appraiser selected by the agent under the Term Loan shall be deemed to be acceptable to Administrative Agent and provided further that if the appraisal value of such assets determined by the Borrowers’ appraiser is more than 10% less than that determined by the Administrative Agent’s appraiser, then the aggregate consideration received for such Asset Sale shall in no case be less than the appraisal value of such assets determined by the Administrative Agent’s appraiser), and (ii) no less than 75% of the consideration for such Asset Sale is received in the form of cash.

Section 8.6 Restricted Payments; Restrictive Agreements .

(a) No Loan Party shall declare or make any Restricted Payment; provided that:

(i) (A) Loan Parties (other than Ultimate Parent and LLC Parent) may declare and pay dividends or make other distributions ratably to their equity holders and (B) LLC Parent may declare and pay dividends or make other distributions to Ultimate Parent and any other Borrowers that are managing members of LLC Parent);

(ii) Loan Parties may acquire shares of Ultimate Parent delivered or to be delivered to a director, officer or employee of a Loan Party in connection with the grant, vesting, exercise or payment of a stock option, warrant or other equity or equity-based award granted by a Loan Party and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any Tax withholding obligations arising in connection with such event;

(iii) Loan Parties may make Restricted Payments to any Parent Company to permit such Parent Company, and the subsequent use of such payments by such Parent Company, to repurchase or redeem the Equity Interests or Equity Equivalents of Ultimate Parent and LLC Parent owned by former or current management, directors, officers or

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employees (or their transferees, estates or beneficiaries under their estates) of any Loan Party or to make payments (including on promissory notes issued to pay the purchase price) with respect to such repurchases or redemptions upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or similar equity incentives or equity-based incentives in an aggregate amount not to exceed $4,000,000 in any Fiscal Year;

(iv) Loan Parties may make payments of customary fees to members of its or any Parent Company’s board of directors and in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Loan Party;

(v) [reserved];

(vi) [reserved];

(vii) Loan Parties may make Restricted Payments

(A) not otherwise permitted under this Section 8.6(a), provided , that, (x) no Event of Default has occurred and is continuing or would result from such Restricted Payment (y) Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall be in compliance with each Financial Condition Covenant, and (z) the Consolidated Total Leverage Ratio of Ultimate Parent and its Subsidiaries shall not exceed the lesser of (1) 1.85:1.0 and (2) the then-applicable level set forth in Section 5.4 reduced by 1.0:1:0, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the quarterly and annual Financial Statements and Compliance Certificates have been delivered, as if such transaction had occurred as of the first day of such period; and

(B) up to the Available Amount; provided , that the Available Amount shall only be available for Restricted Payments if, (x) Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall be in compliance with each Financial Condition Covenant and (y) Consolidated Total Leverage Ratio of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall not exceed the lesser of (1) 1.85:1.0 and (2) the then-applicable level set forth in Section 5.4 reduced by 0.5:1:0, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the quarterly and annual Financial Statements and Compliance Certificates have been delivered, as if such transaction had occurred as of the first day of such period;

provided that, notwithstanding the foregoing, no Restricted Payments shall be made pursuant to clause (vii) of this Section 8.6(a) if the aggregate amount of such Restricted Payments, together with the aggregate amount of Restricted Payments previously made pursuant to clause (vii) of this Section 8.6(a), (x) during the most recently completed period of four consecutive Fiscal Quarters for which the quarterly or annual Financial

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Statements, as the case may be, and a Compliance Certificate have been delivered and (y) after such recently completed period of four Fiscal Quarters, would exceed 90% of Free Cash Flow of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) for such recently completed period of four consecutive Fiscal Quarters;

(viii) any Parent Company may make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests or Equity Equivalents of Ultimate Parent and LLC Parent ;

(ix) [reserved] ; and

(x) LLC Parent may pay cash distributions in respect of taxes owing by LLC Parent’s direct or indirect investors in respect of GHLLC and the other Borrowers (“ Tax Distributions ”).

(b) No Loan Party shall enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary of any Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or Equity Equivalents or to make or repay loans or advances to such Loan Party or to guarantee Indebtedness of such Loan Party; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or regulations or by any Loan Document, the Term Loan Facility , the Skilled RE Loan Documents, any Material Master Lease entered into prior to the Closing Date , or such other Indebtedness as is set forth on Schedule 8.1 , (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided such restrictions and conditions apply only to the relevant Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement creating Liens permitted by Section 8.2 prohibiting further Liens on the properties encumbered thereby, (E) clause (i) of the foregoing shall not apply to (x) customary provisions in Leases and other contracts restricting the subletting or assignment thereof or (y) any Material Master Leases entered into after the Closing Date ; provided , however , in each case, such restrictions shall not be more adverse to the Lenders and Borrowers than the equivalent restrictions set forth in these Material Master Leases existing as of the Closing Date, as modified by the Master Lease Intercreditor Agreements , (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 8.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business, (J) the foregoing shall not apply to any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or

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assets of any Person, other than the Person or the properties or assets of the Person so acquired and (K) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Person becomes a Loan Party, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Borrower.

Section 8.7 Transactions with Affiliates . No Loan Party shall, except for transactions between or among Loan Parties, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that Loan Parties may engage in any of the foregoing transactions on terms and conditions not less favorable to such Loan Party than could be obtained on an arm’s-length basis from unrelated third parties; provided that with respect to any such transaction or series of transactions involving aggregate consideration in excess of $ 25 ,000,000, a majority of the board of directors of Ultimate Parent shall have determined in good faith that the criteria set forth above are satisfied and have approved the relevant transaction as evidenced by a resolution of the board of directors of Ultimate Parent; provided , further , the following transactions shall be permitted;

(a) Investments permitted under Section 8.4 (e) , (p) and ( q ) ;

(b) employment and severance arrangements between any Loan Party and its officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(c) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties;

(d) any agreement, instrument or arrangement as in effect as of the date hereof and set forth on Schedule 8.7 , or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the date hereof as reasonably determined in good faith by the Borrower);

(e) Restricted Payments permitted under Section 8.6 ;

(f) the issuance or transfer of Equity Interests of Ultimate Parent to any Permitted Investor or to any former, current or future director, manager, officer, employee or consultant (or any Controlled Investment Affiliate or immediate family member of any of the foregoing) of a Loan Party, any of its respective Subsidiaries or any direct or indirect parent thereof;

(g) entry into a tax sharing agreement with any Parent Company providing for (in each case subject to compliance with Section 8.6 ) the payment of Taxes (including interest and penalties) and expenses, control of tax filings and contests, and other normal, usual and customary provisions, but only to the extent such taxes are attributable to the income or business of Ultimate Parent and its Subsidiaries; and

(h) transactions entered into in the ordinary course of business that are consistent with past practices.

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Section 8.8 Change in Nature of Business . No Loan Party shall:

(i) engage at any time in any Business or Business activity other than the Business conducted by it on the Closing Date and, in the good faith judgment of the Loan Party, Business activities reasonably incidental, complementary or related thereto;

(ii) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to any Constituent Document of any Loan Party in any manner that is materially adverse to the Lenders, without the prior consent of the Administrative Agent (with approval of Required Lenders); and

(iii) sell, lease, Transfer or otherwise convey, in one or a series of related transactions, all or substantially all of the assets of the Loan Parties taken as a whole.

Section 8.9 Other Indebtedness and Agreements .

(a) No Loan Party shall (i) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Debt or Material Indebtedness (for the avoidance of doubt, excluding Real Property Financing Obligations but including the Term Loan Facility and the Skilled RE Credit Agreement (amendments to which shall be made in accordance with the Intercreditor Agreement)) of Loan Parties is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to the Loan parties or the Lenders; provided that this clause (i) shall not prohibit or restrict a Permitted Refinancing of any such Subordinated or Material Indebtedness, or (ii) permit any waiver, supplement, modification, amendment, termination or release of any Material Master Lease, any Material Master Lease Intercreditor Agreement, or any Lease Consent and Amendment Agreement in any manner that is materially adverse to the Lenders without the prior written consent of Administrative Agent, which shall not be unreasonably withheld.

(b) No Borrower shall make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), or set apart any sum for the aforesaid purposes, any Subordinated Debt or unsecured Material Indebtedness (excluding Real Property Financing Obligations), except for (i) the Loans, (ii) with proceeds of any Excluded Issuance made after the Closing Date (other than proceeds of any Excluded Issuance made in connection with an exercise of the Loan Parties’ Cure Right under Section 5.6 ), (iii) the conversion or exchange of Indebtedness into Qualified Capital Stock of any Parent Company and (iv) provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, an aggregate principal amount up to the Available Amount, if, after giving effect thereto, (A) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (B) the Loan Parties shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the financial statements and certificates required by Section 6.1(a) , 6.1(b) , or 6.1(c) , as the case may be, and 6.1(d) have been delivered, as if such transaction had occurred as of the first day of such period.

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Section 8.10 Accounting Changes; Fiscal Year . No Loan Party shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its Fiscal Year or its method for determining Fiscal Quarters or fiscal months.

Section 8.11 Margin Regulations . No Loan Party shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.12 Tax Receivable Agreement . No Loan Party shall (a) make any payment under the Tax Receivable Agreement or any other tax receivable agreement if a Default or Event of Default has occurred and is continuing or would result from the making of such payment or (b) permit any waiver, supplement, modification, amendment, termination or release of the Tax Receivable Agreement in any manner that is materially adverse to the Lenders without the prior written consent of Administrative Agent, which shall not be unreasonably withheld .

ARTICLE 9
EVENTS OF DEFAULT

Section 9.1 Definition . Each of the following shall be an “ Event of Default ”:

(a) Borrowers shall fail to pay (i) any principal of any Loan or any L/C Reimbursement Obligation when the same becomes due and payable or (ii) any interest on any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii) , such non-payment continues for a period of three (3) Business Days after the due date therefor; or

(b) any representation or warranty made or deemed made in or in connection with any Loan Document hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been incorrect, false or misleading in any material respect when so made, deemed made or furnished; or

(c) there shall have occurred any default under any Environmental Indemnity, which default continues for a period of 30 days; or

(d) any Loan Party shall fail to duly observe and perform any covenant, condition or agreement contained in Section 6.1 (Financial Statements), Section 6.2(a)(i) (Other Events), Section 7.1 (Maintenance of Corporate Existence), Section 7.14 (Use of Proceeds), Section 7.9 (Post Closing Obligations), Article 8 (Negative Covenants), or, subject to Section 5.6 (Equity Cure), Article 5 (Financial Covenants); or

(e) any Loan Party shall fail to duly observe and perform any covenant, condition or agreement contained in any Loan Document (other than those specified in (a) and (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which a Responsible Officer of any Loan Party becomes aware of such failure and (ii) the date on which notice thereof shall have been given to any Borrower by Administrative Agent or Required Lenders; or

(f) (i) any of the Loan Parties shall fail to pay any principal or interest, regardless of amount, due beyond any grace period in respect of any Material Indebtedness, when and as the

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same shall become due and payable, (ii) an “Event of Default” (as such term is defined in the Term Loan Agreement) has occurred under the Term Loan Agreement, (iii) an “Event of Default” (as such term is defined in the Skilled RE Credit Agreement) has occurred under the Skilled RE Credit Agreement or (iv) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (iv) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of a Material Borrower, or of a substantial part of the property or assets of a Material Borrower, under Title 11 of the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Material Borrower or for a substantial part of the property or assets of a Material Borrower, or (iii) the winding-up or liquidation of a Material Borrower, and in the case of clauses (i), (ii) and (iii) , such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(h) A Material Borrower shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Material Borrower or for a substantial part of the property or assets of a Material Borrower, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; or

(i) one or more judgments, orders or decrees shall be rendered against any Material Borrower, or any combination thereof and the same shall remain undischarged for a period of 6 0 consecutive days during which execution shall not be effectively vacated, discharged, bonded or stayed, or any writ or warrant of attachment or similar process shall be entered or filed upon assets or properties of any Material Borrower to enforce any such judgment, order or decree and such judgment, order or decree is for the payment of money in an aggregate amount in excess of $ 3 0,000,000 (net of any amounts covered by applicable insurance or self-insurance); or

(j) an ERISA Event shall have occurred that when taken together with all other such ERISA Events, could reasonably be expected to result in a liability of one or more Loan Parties in an aggregate amount exceeding $ 3 0,000,000; or

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failure to act on the part of Administrative Agent, any material provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party that is a party thereto, (ii) other than solely as the result of an action or failure to act on the part of Administrative Agent, any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any material portion of the Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, or (iii) any Loan Party shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred; or

(l) there shall have occurred a Change of Control; or

(m) the formal written revocation or termination by any Governmental Authority of any Primary License related to a Facility to the extent any such revocations or terminations, in the aggregate, c ould reasonably be expected to result in a Material Adverse Effect; or

(n) there shall have occurred any event of default under any Material Master Lease; or

(o) any Loan Party, or Person on behalf of such Loan Party, shall have directed any depository institution to make any change to (including termination thereof), a standing daily sweep instructions (which standing instructions direct that a daily sweep of the balance of each Facility Lockbox Account and/or each Government Receivables Deposit Account be made to the Concentration Account) with respect to any Facility Lockbox Account or any Government Receivables Deposit Account of a Loan Party (other than such changes that are made with the prior written consent of Administrative Agent in its sole discretion); or

(p) at any time that any amount is outstanding under the HUD Sub-Facility, there shall have occurred an Event of Default (as such term is defined therein and after giving effect to any applicable cure periods set forth therein) pursuant to Section 9.1(a), (c), (d), (e), (g), (h), (j) or (n) of the HUD Sub-Facility Credit Agreement; provided , that with respect to Section 9.1(d), (i) failure to comply with Section 8.8, Section 8.9, Section 8.12 or Section 8.13 of the HUD Sub-Facility Credit Agreement shall not constitute an Event of Default under this Agreement and (ii) failure to comply with the provisions set forth in Section 9.1(d) of the HUD Sub-Facility Credit Agreement (after giving effect to clause (i) of this clause (p )) shall not constitute an Event of Default under this Agreement unless such failure remains unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of any HUD Sub-Facility Entity, GHLLC or GHC Holdings LLC becomes aware of such failure and (B) the date on which notice thereof shall have been given to any HUD Sub-Facility Entity by the Administrative Agent or Required Lenders under the HUD Sub-Facility Credit Agreement; provided , further , that any Event of Default under the HUD Sub-Facility Credit Agreement that results in an acceleration of the Obligations (as such term is defined therein) shall be an immediate Event of Default hereunder.

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(including any accrued but unpaid interest thereon and the Termination Fee), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by the Loan Parties (and, to the extent provided in any other Loan Document, other Loan Parties); provided , however , that, effective immediately upon the occurrence of any of the Events of Default specified in Section 9.1(g) or (h) (x) the commitments of each Lender to make Loans and the commitment of each L/C Issuer to Issue Letters of Credit shall each automatically be terminated and (y) each Obligation (including in each case any accrued all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by the Loan Parties (and, to the extent provided in any other Loan Document, any other Loan Party).

Section 9.3 Actions in Respect of Letters of Credit .

(a) At any time (i) upon the Revolving Credit Termination Date (or in anticipation of the imminent Revolving Credit Termination Date), (ii) after the Revolving Credit Termination Date when the aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than 105% of the L/C Obligations for all Letters of Credit at such time, and (iii) as required by Section 2.12 , Borrowers shall pay to Administrative Agent in immediately available funds at Administrative Agent’s office referred to in Section 11.11 , for deposit in a L/C Cash Collateral Account, the amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 105% of the L/C Obligations for all Letters of Credit at such time (not to exceed, in the case of clause (iii) above, the payment to be applied pursuant to Section 2.12 to provide cash collateral for Letters of Credit).

(b) Upon the issuance of a Letter of Credit (notwithstanding each L/C Issuer’s rights to deny issuance of any such Letter of Credit pursuant to Section 2.4(a)(i) and/or (ii) ) that (i) causes (A) the Revolving Credit Outstandings — Tranche A-1 to exceed the Borrowing Availability — Tranche A-1, or (B) the L/C Obligations for all Letters of Credit to exceed the L/C Sublimit, and/or (ii) has an expiration date (A) more than one (1) year after the date of issuance thereof or (B) later than seven (7) days prior to the Scheduled Revolving Credit Termination Date, Borrowers shall pay to Administrative Agent in immediately available funds at Administrative Agent’s office referred to in Section 11.11 , for deposit in a L/C Cash Collateral Account, an amount that equals or exceeds 105% of the L/C Obligations for such Letter of Credit.

ARTICLE 10
ADMINISTRATIVE AGENT

Section 10.1 Appointment and Duties .

(a) Appointment of Administrative Agent . Each Lender and each L/C Issuer hereby appoints GECC (together with any successor Administrative Agent pursuant to Section 10.9 ) as Administrative Agent hereunder and authorizes Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

(b) Duties as Collateral and Disbursing Agent . Without limiting the generality of clause (a) above, Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the

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disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 9.1(g) or (h) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 9.1(g) or (h) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided , however , that Administrative Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for Administrative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Administrative Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c) Limited Duties . Under the Loan Documents, Administrative Agent (i) is acting solely on behalf of the Lenders and the L/C Issuers (except to the limited extent provided in Section 2.14(b) with respect to the Register and in Section 10.11 ), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, L/C Issuer or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender and L/C Issuer hereby waives and agrees not to assert any claim against Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Section 10.2 Binding Effect . Each Lender and L/C Issuer agrees that (i) any action taken by Administrative Agent or the Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Administrative Agent in reliance upon the instructions of Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A (or, where so required, such greater proportion) and (iii) the exercise by Administrative Agent or the Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

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Section 10.3 Use of Discretion .

(a) No Action without Instructions . Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(b) Right Not to Follow Certain Instructions . Notwithstanding clause (a) above, Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Administrative Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Administrative Agent or any Related Person thereof or (ii) that is, in the opinion of Administrative Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law.

Section 10.4 Delegation of Rights and Duties . Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article 10 to the extent provided by Administrative Agent.

Section 10.5 Reliance and Liability .

(a) Administrative Agent may, without incurring any liability hereunder, (i) rely on the Register to the extent set forth in Section 2.14 , (ii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (iii) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b) None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, L/C Issuer, the Loan Parties hereby waive and shall not assert (and each of the Loan Parties shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A or for the actions or omissions of any of its Related Persons selected with reasonable care (other than

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employees, officers and directors of Administrative Agent, when acting on behalf of Administrative Agent);

(ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower, any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Loan Party, Lender and L/C Issuer hereby waives and agrees not to assert (and each Loan Party shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against Administrative Agent based thereon.

Section 10.6 Administrative Agent Individually . Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Equity Interests and Equity Equivalents of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative Agent and may receive separate fees and other payments therefor. To the extent Administrative Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Required Lender”, “Required Lenders — FILO Tranche” or “Required Lenders — Tranche A” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A, as applicable.

Section 10.7 Lender Credit Decision. Each Lender and L/C Issuer acknowledges that it shall, independently and without reliance upon Administrative Agent, any Lender or L/C Issuer or any of their Related Persons or upon any document (including the Disclosure Documents) solely or in part because such document was transmitted by Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan

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Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Administrative Agent to the Lenders or L/C Issuers, Administrative Agent shall not have any duty or responsibility to provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of Administrative Agent or any of its Related Persons.

Section 10.8 Expenses; Indemnities .

(a) Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Revolving Credit Facilities of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

(b) Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share with respect to the Revolving Credit Facilities of the Liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document, including the Term Loan Agreement and the Term Loan Documents and the Skilled RE Credit Agreement and the Skilled RE Loan Documents, or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided , however , that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Section 10.9 Resignation of Administrative Agent or L/C Issuer .

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may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Each appointment under this clause (a) shall be subject to the prior consent of Borrower, which may not be unreasonably withheld, conditioned or delayed but shall not be required during the continuance of a Default.

(b) With effect from the Resignation Effective Date, (i) the retiring Administrative Agent shall be discharged from all of its duties and obligations under the Loan Documents, (ii) except for any indemnity payments owed to the retiring Administrative Agent, the Lenders shall assume and perform all of the duties of Administrative Agent and make all payments, communications and determinations provided to be made by, to or through the Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 10.4 , the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents (other than any rights to indemnity payments owed to the retiring Administrative Agent).

(c) Any L/C Issuer may resign at any time by delivering notice of such resignation to Administrative Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective. Upon such resignation, the L/C Issuer shall remain an L/C Issuer and shall retain its rights and obligations in its capacity as such (other than any obligation to Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C Reimbursement Obligation thereof) with respect to Letters of Credit issued by such L/C Issuer prior to the date of such resignation and shall otherwise be discharged from all other duties and obligations under the Loan Documents.

Section 10.10 Release of Collateral or Guarantors . Each Lender and L/C Issuer hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Loan Party from its Obligation if all of the Securities of such Loan Party owned by any other Loan Party are Transferred in a Transfer permitted by the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Transfer, such Loan Party would not be required to become a party to this Agreement pursuant to Section 7.10 ;

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Obligations and all other Obligations that Administrative Agent has been notified in writing are then due and payable by the holder of such Obligation, (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligation, a back-up letter of credit has been issued), in amounts and on terms and conditions and with parties satisfactory to Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to Administrative Agent;

(c) in connection with any transaction permitted by the Loan Documents, which results in any Borrower (other than a Parent Company, GHLLC, SGH Partnership, LLC, Genesis Partnership, LLC, Genesis Holdings or Skilled Holdings) becoming a Skilled HUD RE Entity , (x) to the extent necessary to comply with requirements of Law related to HUD and (y) to the extent the Loan Parties are in compliance with the Collateral Coverage Requirement after giving effect to such transaction, the security interest in any Collateral owned by such Guarantor shall be automatically released (and its Guarantee Obligations shall be terminated); provided that, GHLLC or the applicable Loan Party shall provide the Administrative Agent such certifications as the Administrative Agent shall reasonably request in order to demonstrate compliance with the Collateral Coverage Requirement with respect to any release or termination under this clause (c) . Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.10(c) shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents); and

(d) each Lender and L/C Issuer hereby directs Administrative Agent, and Administrative Agent hereby agrees, upon receipt of reasonable advance notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10 .

Section 10.11 Additional Secured Parties . The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article 10 , Section 11.8 ( Right of Setoff ), Section 11.9 ( Sharing of Payments, Etc. ) and Section 11.21 ( Non-Public Information; Confidentiality ) and the decisions and actions of Administrative Agent and the Required Lenders, Required Lenders — FILO Tranche or Required Lenders — Tranche A (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided , however , that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of Administrative Agent, the Lenders and the L/C Issuers shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

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ARTICLE 11
MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc .

(a) No amendment or waiver of any provision of any Loan Document (other than the Control Agreements, the L/C Reimbursement Agreements and the Secured Hedge Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by Administrative Agent and Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and Borrower; provided , however , except as otherwise permitted herein that no amendment, consent or waiver described in clause (2) or (3) above, shall, unless in writing and signed by each Lender (other than any Defaulting Lender, except in the case of (x) clauses (ii) , (iii)(A) , and (iv) below and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders, in which case such Defaulting Lender’s consent shall be required) directly and adversely affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which (unless specifically noted below) is otherwise required pursuant to any Loan Document, do any of the following:

(i) waive any condition specified in Section 3.1 , except any condition referring to any other provision of any Loan Document;

(ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation;

(iii) reduce (including through release, forgiveness or assignment) (A) the principal amount of, or the interest rate on, any outstanding Loan owing to such Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender — Tranche A, any L/C Reimbursement Obligation or any obligation of Borrowers to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided , however , that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article 5 or in any definition set forth therein or principally used therein;

(iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Revolving Credit Commitment; provided , however , that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8 , or to the application of any payment, including as set forth in Section 2.12 ;

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(v) except as provided in Section 10.10 , release all or substantially all of the Collateral or all or substantially all of the Guarantors from their guaranty of the Obligations;

(vi) reduce the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”;

(vii) amend Section 2.12 (Application of Payments), Section 10.10 (Release of Collateral or Guarantors) but only to the extent that such amendment relates to the Administrative Agent’s ability to release ABL Priority Collateral, Section 11.9 (Sharing of Payments, Etc.) or this Section 11.1 ; or

(viii) amend the percentage set forth in the definition “Borrowing Base”, “Borrowing Base — Tranche A-1”, or Borrowing Base — Tranche A-2 (but not the actual calculation of the Borrowing Base and/or the application of liquidity factors and reserves in accordance with such definitions) to the extent that any such change results in more credit being made available to the Borrowers under the Borrowing Base;

and provided , further , that (w) any change to the definition of “Eligible Account” to the extent that any such change results in more credit being made available to the Borrowers under the Borrowing Base shall require the consent of the Supermajority Lenders, (x) any change to (A) the definition of the term “Required Lender” shall require the consent of the Lenders, (B) the definition of “Supermajority Lenders” shall require the consent of the Lenders, (C) the definition of the term “Required Lender — FILO Tranche” shall require the consent of the Revolving Credit Lenders — FILO Tranche, or (D) the definition of the term “Required Lender — Tranche A” shall require the consent of the Revolving Credit Lenders — Tranche A, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(e) unless in writing and signed by Administrative Agent, the Swingline Lender, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of Borrowers shall not be required to change any order of priority set forth in Section 2.12 . No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedge Agreement provided or arranged by Administrative Agent or an Affiliate thereof, Administrative Agent.

(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

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Section 11.2 Assignments and Participations; Binding Effect .

(a) Binding Effect . This Agreement shall become effective when it shall have been executed by Borrowers and Administrative Agent and when Administrative Agent shall have been notified by each Lender and L/C Issuer that such Lender or L/C Issuer has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Borrowers (except for Article 10 ), Administrative Agent, each Lender and L/C Issuer and, to the extent provided in Section 10.11 , each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 10.9 ), none of Borrower, any L/C Issuer or Administrative Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b) Right to Assign . Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its aggregate Revolving Credit Commitments (but not its Revolving Credit Commitment — Tranche A-1, Revolving Credit Commitment — Tranche A-2 or Revolving Credit Commitment — FILO Tranche separately) and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Restricted Person), (ii) any Affiliate of any existing Lender (other than a Restricted Person) or (iii) any other Person (other than a Restricted Person) acceptable (which acceptance shall not be unreasonably withheld, conditioned or delayed) to Administrative Agent and, as long as no Event of Default is continuing, Borrower; provided , however , that (x) such Transfers must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Credit Facility and (y) for the Revolving Credit Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Credit Commitments and L/C Obligations subject to any such Transfer shall be in a minimum amount of $1,000,000, unless such Transfer is made to an existing Lender or an Affiliate of any existing Lender, is of the assignor’s (together with its Affiliates) entire interest in the Revolving Credit Facility or is made with the prior consent of Borrowers and Administrative Agent.

(c) Procedure . The parties to each Transfer made in reliance on clause (b) above (other than those described in clause (e) below) shall execute and deliver to Administrative Agent an Assignment via an electronic settlement system designated by Administrative Agent (or if previously agreed with Administrative Agent, via a manual execution and delivery of the assignment) evidencing such Transfer, together with any existing Note subject to such Transfer (or any affidavit of loss therefor acceptable to Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(d) and payment of an assignment fee in the amount of $3,500; provided , that (1) if a Transfer by a Lender is made to an Affiliate of such assigning Lender, then no assignment fee shall be due in connection with such Transfer, and (2) if a Transfer by a Lender is made to an assignee that is not an Affiliate of such assignor Lender, and concurrently to one or more Affiliates of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Transfer. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with clause (iii) of Section 11.2(b) , upon Administrative Agent (and Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment. This Section 11.2(c) shall be construed so that the Loans are at all times maintained in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

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Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Revolving Credit Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article 10 , Section 11.8 (Right of Setoff) and Section 11.9 (Sharing of Payments, Etc.) to the extent provided in Section 10.11 (Additional Secured Parties)).

(e) Participants and SPVs . In addition to the other rights provided in this Section 11.2 , each Lender may, (x) with notice to Administrative Agent, grant to an SPV (other than a Defaulting Lender) the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender (other than a Defaulting Lender) the right to receive payment with respect to any Obligation and (y) without notice to or consent from Administrative Agent or Borrower, sell participations to one or more Persons (other than a Defaulting Lender) in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Revolving Loans and Letters of Credit); provided , however , that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(d) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Administrative Agent by such SPV and such Lender, provided , however , that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and each Borrower shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper of such SPV; provided , however ,

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that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Revolving Credit Commitments and the payment in full of the Obligations.

(f) Market Flexibility . Borrowers acknowledge and agree that Administrative Agent reserves the right, prior to or after the execution of Loan Documents, to syndicate, sell, assign, transfer, participate, deposit with a trust or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, or otherwise securitize all or a portion of the Revolving Credit Facility to one or more financial institutions or investors (collectively, the “ Secondary Market Investors ”) in the public or private markets that will become parties to, or otherwise acquire an interest in, such Loan Documents or the Revolving Credit Facility (any such transaction, a “ Secondary Market Transaction ”) in one or more transactions managed by GECC.

GECC may commence such efforts at any time or from time to time. To the extent a Secondary Market Transaction is pursued by GECC, Permitted Investors and Borrowers agree to actively assist and cooperate with GECC and Administrative Agent to facilitate the Secondary Market Transaction in a timely and orderly manner. Such assistance may include (i) using reasonable efforts to ensure that such efforts benefit materially from existing banking and investment relationships of Borrowers and the Permitted Investors and their respective Affiliates, (ii) direct contact, during the Secondary Market Transaction efforts, between senior management, representatives and advisors and potential Secondary Market Investors, (iii) assistance in the preparation of information to be used in connection with such efforts (including review of any offering memorandum, prospectus, filing with respect to the Secondary Market Transaction and indemnification of Administrative Agent and GECC with respect to untrue or misleading statements contained therein of which Borrowers, Permitted Investors or their respective Affiliates were aware), (iv) hosting or participating in one or more meetings with potential Secondary Market Investors, (v) providing such financial and other information as reasonably requested by Administrative Agent, and (vi) providing such legal opinions as reasonably requested by Administrative Agent or GECC.

In furtherance of such efforts of GECC, Borrowers agree (at their own cost and expense) to implement any changes or modifications reasonably necessary to facilitate the marketability of the Revolving Credit Facility, whether or not actually associated with a specific Secondary Market Transaction, which changes and modifications may include a bifurcation of the Revolving Credit Facility (or any pool or sub-pool thereof) into two or more separate and distinct financings, the obligations for which may be assigned to, or undertaken by, separate pools of borrowers (such as the HUD Sub-Facility); provided , however , the overall economics to the Loan Parties shall not be materially adversely affected by any such action.

(g) Assignments to Federal Reserve Banks . In addition to the assignments and participations permitted under the foregoing provisions of this Section 11.2 , any Lender may (without notice or consent of the Administrative Agent, the Borrowers or any other Person and without payment of any fee) assign and pledge all or any portion of its Loans to any U.S. Federal Reserve Bank or other comparable foreign central bank as collateral security pursuant to Regulation A of the Board of Governors of the U.S. Federal Reserve System or similar foreign regulation and any operating circular issued by such Federal Reserve Bank or other comparable foreign central bank. No such assignment shall release the assigning Lender from its obligations hereunder.

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(h) Assignments by Defaulting Lender . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable ratable share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full ratable share of all Loans; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Requirements of Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Section 11.3 Costs and Expenses . Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party therefor except as expressly provided therein. In addition, Borrowers agree to pay or reimburse upon demand (a) Administrative Agent for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation, administration, amendment, amendment and restatement or other modification, of any Loan Document and/or term in or termination of any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the reasonable and documented fees, charges and disbursements of a single legal counsel to Administrative Agent or such Related Persons, taken as a whole (and a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Person), reasonable out-of-pocket and documented fees, costs and expenses incurred in connection with Intralinks® or any other E-System and allocated to the Revolving Credit Facilities by Administrative Agent in its sole discretion, and reasonable out-of pocket fees, charges and disbursements for and of the auditors, appraisers, and printers retained by or on behalf of the Administrative Agent, in each case, including reasonable out-of-pocket costs and expenses not invoiced prior to the Closing Date, (b) Administrative Agent for all recording and filing fees and any and all liabilities incurred by it or any of its Related Persons in connection with UCC and judgment and tax lien searches and UCC filings and fees for post-closing UCC and judgment and tax lien searches and wire transfer fees and audit expenses (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Administrative Agent for its examiners), and for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations, and (c) each of Administrative Agent, its Related Persons, and each Lender and L/C Issuer for all reasonable costs and expenses incurred in connection with (i) the enforcement or preservation of any right or remedy under any Loan Document (including amendments and other modifications related to any restructuring in the nature of a work-out), any Obligation, and/or with respect to the Collateral or any other related right or remedy, or (ii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Loan Party, Loan Document or Obligation (or the response to and preparation for any subpoena or request

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for document production relating thereto), including the fees and disbursements of a single counsel, a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, another firm of counsel for such affected Person.

Section 11.4 Indemnities .

(a) Borrowers agree to jointly and severally indemnify, hold harmless and defend Administrative Agent, each Lender, each L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Related Persons (each such Person being an “ Indemnitee ”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Related Document, including the Term Loan Agreement and the Term Loan Documents and the Skilled RE Credit Agreement and the Skilled RE Loan Documents, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any transaction contemplated by a Related Document, including the Term Loan Agreement and the Term Loan Documents and the Skilled RE Credit Agreement and the Skilled RE Loan Documents, or any securities filing of, or with respect to, any Loan Party; provided , however , with respect to Liabilities arising from any Related Document, such Liabilities (A) shall be claimed by the Indemnitee under such Related Document to the extent arising thereunder (by way of example, if the Liability of a Lender arises solely as a result of such Lender also being a lender under the Term Loan Facility, such Lender must seek indemnity pursuant to the Term Loan Documents and not this Agreement), and (B) shall be claimed without duplication of any indemnity provided under any Related Document, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions in connection with any of the foregoing, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case of a single counsel and a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest, another firm of counsel for such affected Person), whether or not (A) any such Indemnitee, Related Person, holder or creditor is a party thereto and (B) any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person, or is based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “ Indemnified Matters ”); provided , however , that Borrowers shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability (A) has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, or (B) has resulted from a material breach in bad faith of this Agreement by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each Loan Party waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive

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and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

(b) Without limiting the foregoing, “Indemnified Matters” includes (i) [reserved]; (ii) any claims, proceedings or causes of action brought by any resident of a Facility; and (iii) any loss, damage, cost or expense, including reasonable attorneys’ fees, incurred or suffered by any Indemnitee as a result of any (x) breach by a Borrower of any contract or lease with a resident of a Facility or (y) violation of any applicable Requirement of Law governing a Facility or the uses described in Section 4.1(b) .

Section 11.5 Survival . Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Section 9.3 (Actions in Respect of Letters of Credit), Article 10 (Administrative Agent), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5 ) and all representations and warranties made in any Loan Document shall (A) survive the termination of the Revolving Credit Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.6 Limitation of Liability for Certain Damages . In addition to, and not in substitution for or limitation of, the obligations in Section 11.4, in no event shall any party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each party hereto hereby waives, releases and agrees (and shall cause each other party hereto to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 11.7 Lender-Creditor Relationship . The relationship between the Lenders, the L/C Issuers and Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor. No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein. Notwithstanding the foregoing, if at any time, a Loan Party shall have a claim based on any theory of the existence (actual or implied) of a fiduciary relationship with any Secured Party by virtue of, any Loan Document or any transaction contemplated therein, each Loan Party expressly waives, to the fullest extent permitted by applicable law, each and every claim it may have against Secured Parties in respect of any such fiduciary relationship claim.

Section 11.8 Right of Setoff . Each of Administrative Agent, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Loan Party), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for the credit or the account of any Loan Party against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the

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Administrative Agent, the L/C Issuer and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each of Administrative Agent, each Lender and each L/C Issuer agrees promptly to notify Borrowers and Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that Administrative Agent, the Lenders and the L/C Issuers and their Affiliates and other Secured Parties may have.

Section 11.9 Sharing of Payments, Etc . If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements), 2.17 (Taxes) and 2.18 (Substitution of Lenders) and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of Borrower, applied to repay the Obligations in accordance herewith); provided , however , that (a) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.

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Administrative Agent, for the benefit of the Secured Parties and shall constitute Obligations hereunder. The Loan Parties shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Revolving Credit Termination Date and the date on which demand for payment is made by Administrative Agent. Each Loan Party agrees to reimburse Administrative Agent, on demand, for all costs and expenses incurred by Administrative Agent in connection with such payment or performance and agrees that such amounts shall constitute Obligations. Administrative Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by Administrative Agent in good faith. In addition to and not in limitation of any other provision set forth in this Agreement or any other Loan Document, Loan Parties expressly acknowledge and agree that the powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s interest (for the benefit of the Secured Parties) in the Collateral and shall not impose any duty upon Administrative Agent to exercise any such powers.

Section 11.11 Notices .

(a) All notices, demands, requests, approvals, consents, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to:

if to Loan Parties: Genesis HealthCare LLC
101 East State Street
Kennett Square, PA 19348
Attention: Michael Sherman, Senior Vice President and General Counsel

Telephone: 610-444-6350

Facsimile: 484-733-5449

E-mail: michael.sherman@genesishcc.com

if to the

Administrative Agent: General Electric Capital Corporation
2 Bethesda Metro Center
Suite 600
Bethesda, MD 20814
Attention: ABL Portfolio Management
Electronic Mail: CapitalGECHFSABLReporting@ge.com

Tel: 301.961.1640

Fax: 301.664.9866

with copy to: 2 Bethesda Metro Center
Suite 600
Bethesda, MD 20814
Attention: Christian Barnette
Electronic Mail: Christian.Barnette@GE.com
Tel: (301) 664-9804
Fax: (301) 664-9866

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with copy to: Hogan Lovells US LLP
555 Thirteenth St., NW
Washington, DC 20004
Attention: Deborah K. Staudinger
Electronic Mail: deborah.staudinger@hoganlovells.com
Tel: (202) 637-5486
Fax: (202) 637-5910

or (ii) addressed to such other address as shall be notified in writing (A) in the case of any Borrower, Administrative Agent and the Swingline Lender, to the other parties hereto and (B) in the case of all other parties, to GHLLC and Administrative Agent.

(b) Effectiveness . All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, and (iii) if delivered by facsimile, upon sender’s receipt of confirmation of proper transmission; provided , however , that no communications to Administrative Agent pursuant to Article 2 or Article 10 shall be effective until received by Administrative Agent and any communications delivered pursuant to clause (iii) shall be immediately followed by a hard copy sent pursuant to clauses (i) or (ii) . Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (a)(i) above) shall not be sufficient or effective to transmit any such notice under clause (a) unless immediately followed by a hard copy sent pursuant to clauses (i) or (ii) .

Section 11.12 Electronic Transmissions .

(a) Authorization . Subject to the provisions of Section 11.11(a) , each of Administrative Agent, the Loan Parties, the Lenders, the L/C Issuers and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Loan Party and each Secured Party hereby acknowledges and agrees, and each Loan Party shall cause each other Loan Party to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b) Signatures . Subject to the provisions of Section 11.11(a) , (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto

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agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided , however , that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(c) Separate Agreements . All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12 , separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Secured Parties and Loan Parties in connection with the use of such E-System.

(d) Limitation of Liability . All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of Administrative Agent or any of its Related Persons warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No Warranty of any kind is made by Administrative Agent or any of its Related Persons in connection with any E-Systems or Electronic Communication, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each Loan Party and each Secured Party agrees (and each Loan Party shall cause each other Loan Party to agree) that Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

Section 11.13 Governing Law . This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights, remedies and obligations of the parties hereto and thereto, and any claim, controversy or dispute arising under or related to this Agreement or such Loan Document, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law).

Section 11.14 Jurisdiction .

(a) Submission to Jurisdiction . Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each Loan Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of Administrative Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent Administrative Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

144

Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Borrowers specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Non-Exclusive Jurisdiction . Nothing contained in this Section 11.14 shall affect the right of Administrative Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan Party in any other jurisdiction.

Section 11.15 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15 .

Section 11.16 Severability . Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent then such provision shall be deemed to be in effect only to the extent not so limited.

Section 11.17 Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11.18 Entire Agreement . The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of Administrative Agent, any Lender or any L/C Issuer or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

145

Section 11.19 Usury . Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrowers shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrowers.

Section 11.20 Use of Name . Each party hereto agrees that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of Securities) using the name, logo or otherwise referring to the other party or of any of its Affiliates, the Loan Documents or any transaction contemplated therein to which the Secured Parties are party without at least two (2) Business Days’ prior notice to such other party and without the prior consent of such other party except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such other party prior thereto.

Section 11.21 Non-Public Information; Confidentiality .

(a) Each Lender and L/C Issuer acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Subsidiaries and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

(b) Each Lender, L/C Issuer and Administrative Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with Borrowers’ consent, (ii) to Related Persons of such Lender, L/C Issuer or Administrative Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and are instructed to keep such information confidential, (iii) to the extent such information presently is or hereafter becomes available to such Lender, L/C Issuer or Administrative Agent, as the case may be, on a non-confidential basis from a source other than any Loan Party, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by Administrative Agent, any Lender, any L/C Issuer or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar

146

organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify borrowers, (vii) to current or prospective assignees, SPVs grantees of any option described in Section 11.2(e) or participants, direct or contractual counterparties to any Hedge Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.21 and (viii) in connection with the exercise of any remedy under any Loan Document. In the event of any conflict between the terms of this Section 11.21 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.21 shall govern.

Section 11.22 Patriot Act Notice . Each Lender subject to the Patriot Act hereby notifies Borrowers that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies Borrower, including the name and address of Borrowers and other information allowing such Lender to identify Borrowers in accordance with such act.

Section 11.23 Agent for Loan Parties .

(a) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes GHLLC as its agent to request and receive advances in respect of the Loans (and to otherwise act on behalf of each such entity pursuant to this Agreement and the other Loan Documents) from Administrative Agent in the name or on behalf of each such entity. Administrative Agent may disburse proceeds of the Loans to the bank account of any one or more of such entities without notice to any of the other entities comprising Borrowers or any other Person at any time obligated on or in respect of the Obligations.

(b) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes GHLLC as its agent to receive statements of account and all other notices from Administrative Agent or the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents.

(c) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes GHLLC as its agent to execute and deliver the Loan Documents, the Environmental Indemnity, any amendments to or waivers of any of the foregoing and any other agreements, documents, instruments, records or filings delivered under or in connection with this Agreement, the other Loan Documents and the Environmental Indemnity, in the name of or on behalf of such entity. Each of the entities comprising Borrowers hereby ratifies any and all Loan Documents and any and all other agreements, documents, instruments, records or filings previously executed and delivered by GHLLC under or in connection with this Agreement, the other Loan Documents and the Environmental Indemnity in such Borrower’s name or on its behalf.

(d) No purported termination of the appointment of GHLLC as agent for Borrowers shall be effective without the prior written consent of Administrative Agent.

Section 11.24 Existing Agreements Superseded; Exhibits and Schedules .

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Agreement including, but not limited to principal, accrued interest, fees and other charges, as of the Closing Date shall be carried over and deemed outstanding under this Agreement.

(b) Each Loan Party reaffirms its obligations under the Environmental Indemnity and each Loan Document to which it is a party, including but not limited to the Security Agreement and the schedules thereto.

(c) Each Loan Party agrees that each Loan Document (other than this Agreement) to which it is a party shall remain in full force and effect following the execution and delivery of this Agreement and that all references in the Environmental Indemnity and any of the Loan Documents to the “Credit Agreement” shall be deemed to refer to this Amended and Restated Credit Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWERS:
	GENESIS HEALTHCARE, INC., a Delaware corporation

	By:	/s/ Michael S Sherman
	Name:	Michael S. Sherman
	Title:	Senior Vice President, Secretary and Assistant Treasurer


	FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company

	By:	/s/ Michael S Sherman
	Name:	Michael S. Sherman
	Title:	Senior Vice President, Secretary and Assistant Treasurer


	GENESIS HEALTHCARE LLC, a Delaware limited liability company

	By:	/s/ Michael S Sherman
	Name:	Michael S. Sherman
	Title:	Senior Vice President, General Counsel,
	Assistant Secretary and Assistant Treasurer


	EACH OF THE ENTITIES LISTED ON ANNEX I-A ATTACHED HERETO:

		By: Genesis HealthCare LLC, its authorized agent

		By:	/s/ Michael S Sherman
		Name:	Michael S. Sherman
		Title:	Senior Vice President, General Counsel,
		Assistant Secretary and Assistant Treasurer

[Signatures Continue on Following Page]

ADMINISTRATIVE AGENT:

	GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation


	By:	/s/ Thomas Buckelew
	Name:	Thomas Buckelew
	Title:	Duly Authorized Signatory


L/C ISSUER:

	GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation


	By:	/s/ Thomas Buckelew
	Name:	Thomas Buckelew
	Title:	Duly Authorized Signatory

[Signatures Continue on Following Page]

LENDERS:

	GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as a Revolving Credit Lender


	By:	/s/ Thomas Buckelew
	Name:	Thomas Buckelew
	Title:	Duly Authorized Signatory

[Signatures Continue on Following Page]

	BARCLAYS BANK PLC, in its capacity as a Revolving Credit Lender


	By:	/s/ Marguerite Sutton
	Name:	Marguerite Sutton
	Title:	Vice President

[Signatures Continue on Following Page]

	WELLS FARGO BANK, N.A., in its capacity as a Revolving Credit Lender


	By:	/s/ Daniel Whitwer
	Name:	Daniel Whitwer
	Title:	Authorized Signer

[Signatures Continue on Following Page]

	CAPITAL ONE, N.A., in its capacity as a Revolving Credit Lender


	By:	/s/ Patrick L. Coffey
	Name:	Patrick L. Coffey
	Title:	Managing Vice President

Exhibit 10.15

$325,000,000

TERM LOAN AGREEMENT

among

FC-GEN OPERATIONS INVESTMENT, LLC,

as LLC Parent,

GEN OPERATIONS I, LLC,

as Parent,

GEN OPERATIONS II, LLC,
as Holdings,

GENESIS HEALTHCARE LLC,

as Borrower Agent

and

SUN HEALTHCARE GROUP, INC.,
as Borrower,

The Several Lenders from Time to Time Parties Hereto,

BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent,

GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent

and

BARCLAYS BANK PLC
and
GE CAPITAL MARKETS, INC.,
as Joint Lead Arrangers and Joint Book Running Managers

Dated as of December 3, 2012

TABLE OF CONTENTS

		Page

SECTION 1.	D E FINITIONS	1

1.1.	Defined Terms	1
1.2.	Other Definitional Provisions	34

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	34

2.1.	Initial Commitments	34
2.2.	[Reserved]	35
2.3.	Procedure for Loan Borrowing	35
2.4.	Repayment of Loans	35
2.5.	Repayment of Loans	36
2.6.	Fees, etc.	36
2.7.	Optional Prepayments	36
2.8.	Mandatory Prepayments	37
2.9.	Conversion and Continuation Options	37
2.10.	Minimum Amounts and Maximum Number of Eurodollar Tranches	38
2.11.	Interest Rates and Payment Dates	38
2.12.	Computations of Interest and Fees	39
2.13.	Inability to Determine Interest Rate	39
2.14.	Pro Rata Treatment and Payments	39
2.15.	Requirements of Law	42
2.16.	Taxes	44
2.17.	Indemnity	46
2.18.	Illegality	46
2.19.	Mitigation of Costs; Change of Lending Office	47
2.20.	Replacement of Lenders	47
2.21.	Incremental Loans	47
2.22.	Extensions of Loans and Commitments	49
2.23.	Borrower Agent	51
2.24.	Nature and Extent of Each Borrower’s Liability	51

SECTION 3.	REPRESENTATIONS AND WARRANTIES	52

3.1.	Corporate Existence; Compliance with Law	52
3.2.	Loan Documents and Lease Consent and Amendment Agreements	53
3.3.	Financial Statements	54
3.4.	Material Adverse Effect	55
3.5.	Solvency	55
3.6.	Litigation	55
3.7.	Taxes	55
3.8.	Margin Regulations	56
3.9.	No Burdensome Obligations; No Defaults	56
3.10.	Investment Company Act	56

TABLE OF CONTENTS

		Page

3.11.	Labor Matters	56
3.12.	ERISA	56
3.13.	Environmental Matters	57
3.14.	Intellectual Property	57
3.15.	Title; Real Property	58
3.16.	Full Disclosure	58
3.17.	Patriot Act; OFAC	58
3.18.	No Default	58
3.19.	Use of Proceeds	59
3.20.	Insurance	59
3.21.	Reportable Transactions	59
3.22.	Security Documents	59

SECTION 4.	CONDITIONS PRECEDENT	59

SECTION 5.	REPORTING COVENANTS	63

5.1.	Financial Statements	63
5.2.	Other Events	64
5.3.	ERISA Matters	65
5.4.	Environmental Matters	65
5.5.	Other Information	65

SECTION 6.	AFFIRMATIVE COVENANTS	65

6.1.	Maintenance of Corporate Existence	66
6.2.	Compliance with Laws, Etc.	66
6.3.	Payment of Obligations	67
6.4.	Maintenance of Property	67
6.5.	Maintenance of Insurance	67
6.6.	Keeping of Books	67
6.7.	Access to Books and Property	68
6.8.	Environmental	68
6.9.	Post Closing Obligations	69
6.10.	Additional Collateral, etc.	69
6.11.	Maintenance of Ratings	70
6.12.	Further Assurances	71
6.13.	Interest Rate Protection	71
6.14.	Use of Proceeds	71
6.15.	Annual Lenders Meeting	71
6.16.	Material Master Leases	71

SECTION 7.	NEGATIVE COVENANTS	71

7.1.	Indebtedness	71
7.2.	Liens	74
7.3.	Sale and Lease-Back Transactions	77

TABLE OF CONTENTS

		Page

7.4.	Investments, Loans and Advances	77
7.5.	Mergers, Consolidations, Sales of Assets and Acquisitions	80
7.6.	Restricted Payments; Restrictive Agreements	81
7.7.	Transactions with Affiliates	83
7.8.	Business of the Borrowers and the Restricted Subsidiaries	84
7.9.	Other Indebtedness and Agreements	85
7.10.	Limitation on Activities of any Parent Company	85
7.11.	Account Changes; Fiscal Year	86
7.12.	Capital Expenditures	86
7.13.	Minimum Fixed Charge Coverage Ratio	87
7.14.	Maximum Leverage Ratio	87
7.15.	Minimum Liquidity	88
7.16.	Certain Cure Rights	89

SECTION 8.	EVENTS OF DEFAULT	90

SECTION 9.	THE AGENTS	92

9.1.	Appointment	92
9.2.	Delegation of Duties	92
9.3.	Exculpatory Provisions	92
9.4.	Reliance by the Agents	93
9.5.	Non-Reliance on Agents and Other Lenders	93
9.6.	Indemnification	94
9.7.	Agent in Its Individual Capacity	94
9.8.	Successor Agents	95
9.9.	Authorization to Release Liens and Guarantees	95
9.10.	Lead Arrangers	95
9.11.	Administrative Agent May File Proofs of Claim	95

SECTION 10.	MISCELLANEOUS	96

10.1.	Amendments and Waivers	96
10.2.	Notices	97
10.3.	No Waiver; Cumulative Remedies	98
10.4.	Survival of Representations and Warranties	99
10.5.	Payment of Expenses; Indemnification; Limitation of Liability	99
10.6.	Successors and Assigns; Participations and Assignments	100
10.7.	Adjustments; Set-off	104
10.8.	Counterparts	105
10.9.	Severability	105
10.10.	Integration	105
10.11.	GOVERNING LAW	105
10.12.	Submission to Jurisdiction; Waivers	105
10.13.	Acknowledgments	106
10.14.	Confidentiality	107

iii

TABLE OF CONTENTS

		Page

10.15.	Release of Collateral and Guarantee Obligations; Subordination of Liens	107
10.16.	Accounting Changes	108
10.17.	WAIVERS OF JURY TRIAL	108
10.18.	USA PATRIOT ACT	108
10.19.	Delivery of Lender Addenda	108

APPENDICES :

A	Initial Commitments

SCHEDULES :

1.1A	Subsidiary Guarantors
1.1B	Unrestricted Subsidiaries
1.1C	Approved Insurers
3.1(a)	Corporate Existence, Compliance with Law
3.1(b)	Healthcare Facilities
3.1(c)	Primary Licenses
3.1(e)	Healthcare Facility Violations
3.2	Required Permits; Governmental Authority
3.3	Material Indebtedness and Material Liabilities
3.6	Litigation
3.7	Taxes
3.11	Labor Matters
3.12(a)	ERISA
3.12(b)	Foreign Pension Plans
3.15	Title Real Property
3.20	Insurance
3.22(a)	UCC Filing Jurisdictions
6.2	Provider Payment and Reimbursement Programs
6.9	Post Closing Obligations
7.1	Existing Indebtedness
7.2	Existing Liens
7.4	Existing Investments
7.7	Transactions with Affiliates
7.10	Existing Negative Pledges

EXHIBITS :

A-1	Form of Notice of Borrowing
A-2	Form of Conversion/Continuation Notice
B	Form of Guarantee and Collateral Agreement
C	Form of Compliance Certificate
D	Form of Closing Certificate
E-1	Form of Assignment and Assumption
E-2	Form of Affiliated Lender Assignment and Assumption
F	Form of Exemption Certificate
G	Form of Solvency Certificate
H	Form of Prepayment Notice
I	Form of Promissory Note
J	Form of Joinder Agreement
K	Form of Lender Addendum
L	Form of Intercreditor Agreement
M	Form of Intercompany Promissory Note

TERM LOAN AGREEMENT, dated as of December 3, 2012, among FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“ LLC Parent ”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“ Parent ”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“ Holdings ”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (the “ Genesis Borrower ”), SUN HEALTHCARE GROUP, INC., a Delaware corporation (the “ Sun Borrower ” and, together with the Genesis Borrower, the “ Borrowers ”), the several banks and other financial institutions or entities from time to time parties to this Agreement and BARCLAYS BANK PLC, as administrative agent (in such capacity, together with its successors and permitted assigns, the “ Administrative Agent ”) and collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”).

W I T N E S S E T H:

WHEREAS, the Borrowers seek $325,000,000 in term loan financing (together with proceeds from a $425,000,000 asset based revolving credit facility) to consummate the acquisition, which became effective as of December 1, 2012, by the Genesis Borrower of the business of the Sun Borrower (the “ Acquisition ”) pursuant to and in accordance with the terms of the Acquisition Agreement (as defined below) and the refinancing and termination in full of the Existing Sun Credit Agreement (as defined below) and the discharge in full of all guarantees and collateral provided in connection therewith (the “ Refinancing ”) and to pay related fees and expenses associated with the foregoing; and

WHEREAS, the Lenders are willing to make the term loan facility described herein available to the Borrowers upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. D E FINITIONS

1.1. Defined Terms . As used in this Agreement, the terms listed in this Section shall have the respective meanings set forth in this Section.

“ ABL Credit Agreement ”: the Second Amended and Restated Credit Agreement, dated as of the Closing Date, among the Borrowers (as defined therein), the lenders party thereto, General Electric Capital Corporation, as Administrative Agent and the other agents party thereto.

“ ABL Loan Documents ”: has the meaning assigned to the term “Loan Documents” in the ABL Credit Agreement.

“ ABL Obligations ”: the “Obligations” under and as defined in the ABL Credit Agreement.

“ ABL Facility ”: the asset-based revolving credit facility incurred pursuant to the ABL Loan Documents.

“ ABR ”: for any day, a fluctuating rate per annum equal to the greatest of (x) the rate determined from time to time by the Administrative Agent as its prime rate (“ Prime Rate ”) in effect at its principal office in New York City, (y) the Federal Funds Effective Rate plus ½ of 1.00% and (z) the one-month reserve adjusted Eurodollar Rate plus 1.00%; provided that , with respect to any Interest Period, in no event shall the “ABR” with respect to any Loan that is a ABR Loan, be less than 2.50%.

“ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

“ Accounting Changes ”: as defined in Section 10.16 .

“ Acquired EBITDA ”: with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Borrowers and their Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and their Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“ Acquired Entity or Business ”: as defined in the definition of “Consolidated EBITDA”.

“ Acquired Permitted CapEx Amount ”: as defined in Section 7.12 .

“ Acquisition ”: as defined in the recitals hereto.

“ Acquisition Agreement ”: that certain Agreement and Plan of Merger, dated as of June 20, 2012, by and among the Genesis Borrower, JAM Acquisition LLC, a Delaware limited liability company and the Sun Borrower.

“ Administrative Agent ”: as defined in the preamble hereto.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. No Secured Party shall be an Affiliate of any Borrower nor shall any Secured Party be deemed to be an “Affiliate” of any Loan Party solely by virtue of being a “Lender” or “Secured Party” under this Agreement. For purposes of this definition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

“ Affiliated Lender ”: a Lender that is a Permitted Investor or any other equity holder of a Parent Company or an Affiliate of a Permitted Investor or such equity holder (excluding, the Parent Companies, the Borrowers and their Subsidiaries).

“ Affiliated Lender Assignment and Assumption ”: an Affiliated Lender Assignment and Assumption, substantially in the form of Exhibit E-2

“ Agent-Related Persons ”: each Agent, together with its Related Parties.

“ Agents ”: the collective reference to the Collateral Agent and the Administrative Agent.

“ Agreed Purposes ”: as defined in Section 10.14 .

“ Agreement ”: this Term Loan Agreement.

“ All-in Yield ”: as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a Eurodollar Rate floor or Base Rate floor greater than 1.50% or 2.50%, respectively, or otherwise; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); and provided , further , that “All-In Yield” shall not include arrangement fees, underwriting fees, structuring fees, commitment fees or other fees not paid to all providers of such Indebtedness.

“ Applicable Indebtedness ”: as defined in the definition of “Weighted Average Life to Maturity”.

“ Applicable Margin ”: for any day, with respect to the Loans that are (i) ABR Loans, 7.50% and (ii) Eurodollar Loans, 8.50%.

“ Approved Fund ”: as defined in Section 10.6(b) .

“ Approved Insurer ”: each Person identified on Schedule 1.1C and any Insurer (other than Medicaid, Medicare or TRICARE) as may be approved by Administrative Agent from time to time in its sole discretion.

“ Asset Sale ”: the sale, transfer or other Disposition (by way of merger, casualty, condemnation or otherwise) by the Borrowers or any of the Restricted Subsidiaries to any person other than the Borrowers or any Subsidiary Guarantor of (a) any Capital Stock of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Borrowers or any of the Restricted Subsidiaries (other than (i) inventory, damaged, no longer useful or needed, obsolete or worn out assets, scrap, cash and Cash Equivalents, in each case Disposed of in the ordinary course of business), (ii) Dispositions between or among Foreign Subsidiaries, (iii) Dispositions of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are applied to the purchase price of such replacement property (which replacement property is actually promptly purchased), (iv) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrowers and the Restricted Subsidiaries, taken as a whole, (v) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, (vi) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (vii) Dispositions permitted by Sections 7.4, 7.5 and 7.6 and Liens permitted by Section 7.2, (viii) the unwinding of any Hedge Agreement, (ix) any sale, transfer or other Disposition or series of related sales, transfers or other Dispositions having a value not in excess of $1,500,000 and (x) the assignment, cancellation, abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Borrowers, no longer economically practicable to maintain or useful in the conduct of the business of the Borrowers and the Restricted Subsidiaries taken as a whole ) .

“ Assignee ”: as defined in Section 10.6(b).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit E-1

“ Audited Financial Statements ”: as applicable, (a) LLC Parent’s audited C onsolidated balance sheet as of December 31, 2011 and the related C onsolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 and (b) the Sun Borrower’s audited C onsolidated balance sheet as of December 31, 2011 and the related C onsolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011.

“ Available Amount ”: the aggregate cumulative amount, which shall in no event be less than zero, of Excess Cash Flow of the Parent Companies, the Borrowers and the Restricted Subsidiaries for fiscal 2013 and each full fiscal year ending thereafter that is not required pursuant to the provisions of Section

2.8(c) to be applied to the prepayment of Loans , and to the extent not previously expended pursuant to Section 7.4(l), Section 7.6(a)(vii) and/or Section 7.9(b)(iv) .

“ Bankruptcy Code ”: the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. ), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“ Barclays ”: Barclays Bank PLC.

“ Benefit Plan ”: any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise), other than a Foreign Pension Plan or Multiemployer Plan, to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Benefited Lender ”: as defined in Section 10.7(a).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrowers ”: as defined in the preamble hereto.

“ Borrower Agent ”: as defined in Section 2.23.

“ Borrowing Date ”: any Business Day specified by the Borrowers as a date on which the Borrower Agent requests the relevant Lenders to make Loans hereunder.

“ Business ”: the business and any services, activities or businesses incidental or directly related or similar or complementary to any business or line of business engaged in by the Borrowers or the Restricted Subsidiaries as of the Closing Date or any business or business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditures ”: for any period, the additions to property, plant and equipment and other capital expenditures of the Borrowers and the Restricted Subsidiaries that are (or should be) set forth in a C onsolidated statement of cash flows of LLC Parent for such period prepared in accordance with GAAP, but excluding (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure to the extent that proceeds of Asset Sales, debt financings or lease financings are used to make such expenditure, (iii) the purchase price of assets purchased during such period to the extent the consideration therefor consists of any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business, (iv) expenditures which constitute consideration paid in respect of Permitted Acquisitions and other Investments permitted under Section 7.4 (other than Investments permitted under Section 7.4(j)) , (v) any such expenditures made with the proceeds of any Excluded Issuance or the incurrence of any Indebtedness permitted under this Agreement, (vi) expenditures constituting interest capitalized during such period , (vii) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party

and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person and (viii) solely for purposes of determining compliance with Section 7.12 , any cash expenditure made in connection with a ny Health Care REIT Asset Buyback .

“ Capital Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or tangible personal property, or a combination thereof, to the extent such obligations are required to be classified and accounted for as capital leases or similar lease financing obligations on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating lease as determined in accordance with GAAP as of the Closing Date, be considered a capital lease for purposes of this definition as a result of any changes in GAAP subsequent to the Closing Date.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but excluding Indebtedness convertible or exchangeable into Capital Stock.

“ Cash Equivalents ”: (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency or instrumentality of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-2” from S&P or at least “P-2” from Moody’s, (c) any commercial paper rated at least “A-2” by S&P or “P-2” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.

“ Cash Management Counterparty ”: any Person that is a party to a Cash Management Document that was a Lender or Agent at the time any such Cash Management Document was entered into or an Affiliate of such a Lender or Agent, in each case in its capacity as party to a Cash Management Document.

“ Cash Management Document ”: any certificate, agreement or other document executed by the Borrowers or any Restricted Subsidiary in respect of the Cash Management Obligations of the Borrowers or any Restricted Subsidiary.

services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided after the date hereof (regardless of whether these or similar services were provided prior to the date hereof by the Administrative Agent, any Lender or any Affiliate of any of them) by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ Certificated Security ”: as defined in the Guarantee and Collateral Agreement.

“ Change of Control ”: (i) LLC Parent shall cease to own directly or indirectly 100% of the Capital Stock of the Borrowers or any Parent Company; (ii) Holdings shall cease to own (x) directly 100% of the Capital Stock of the Genesis Borrower or (y) indirectly 100% of the Capital Stock of the Sun Borrower; (iii) prior to an IPO, the Permitted Investors shall collectively cease to own directly or indirectly at least 50.1% of the Voting Stock of LLC Parent; (iv) after an IPO, (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors is or becomes the beneficial owner, directly or indirectly, of more than 35% of the Voting Stock of LLC Parent and such p erson or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the Voting Stock of LLC Parent than the percentage of outstanding Voting Stock of LLC Parent owned by the Permitted Investors or (B) for any reason whatsoever, a majority of the board of directors of LLC Parent shall not be Continuing Directors or (v) a “change of control” or similar concept under the ABL Loan Documents or any Material Master Leases shall have occurred.

“ Chattel Paper ”: as defined in the Guarantee and Collateral Agreement.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 4 shall have been satisfied or waived and the initial Loans hereunder shall have been funded.

“ Closing Fee ”: as defined in Section 2.1(b) .

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: as defined in the Guarantee and Collateral Agreement.

“ Collateral Agent ”: as defined in the preamble hereto.

“ Commitment ”: as to any Lender, the Initial Commitment and/or Incremental Commitment (if any) of such Lender.

“ Committed Reinvestment Amount ”: as defined in the definition of “Reinvestment Prepayment Amount”.

including changes in interest or exchange rates; (c) changes in general conditions in any industry in which any of the Sun Borrower and its Subsidiaries, taken as a whole, operates or participates; (d) a change in the Sun Borrower’s stock price or trading volume, in and of itself (provided, that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (e) any natural or man-made disaster, pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; (f) any failure, in and of itself, by the Sun Borrower to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the June 20, 2012 (provided, that the underlying factors contributing to such failure shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (g) changes in general legal, regulatory or political conditions after June 20, 2012; (h) changes in GAAP or applicable laws or the interpretation thereof after June 20, 2012 (except changes (that are not proposed in the Federal Register through notice of public rulemaking or equivalent state rulemaking notice prior to June 20, 2012) to reimbursement rates or in methods or procedures for determining such rates by any governmental entity that have general application to providers of such health services as are provided by the facilities, the Sun Borrower or its Subsidiaries, as applicable); (i) the Kentucky Court of Appeals’ (or the Kentucky Supreme Court’s, if there is a further appeal) denial or dismissal in whole or in part of the Sun Borrower’s appeal of, or affirmation of the trial court ruling with respect to, the Offutt Litigation (as such term is defined in Section 2.1 2 (a) of the Company Disclosure Schedule attached to the Acquisition Agreement); or (j) the taking of any action, or any failure to act, with the prior written consent of the Genesis Borrower or required to be taken by the express terms of the Acquisition Agreement, except with respect to clauses (b), (c), (e), (g) and (h), to the extent, and only to the extent such event, change, circumstance, development, occurrence, condition effect or state of facts is disproportionately adverse to the Sun Borrower and its Subsidiaries, taken as a whole, when compared to other persons operating in the geographies and industries in which the Sun Borrower and its Subsidiaries operate.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit C .

“ Confidential Information ”: as defined in Section 10.14.

“ Consolidated ”: with respect to LLC Parent and its Subsidiaries, consolidated in accordance with GAAP, excluding the revenues, expenses, assets and liabilities of variable interest entities having Indebtedness that is non-recourse to LLC Parent.

“ Consolidated Cash Interest Expense ”: for any period, the Consolidated Interest Expense for such period minus the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs (including, without limitation, amortization of financing fees and expenses paid in connection with the transactions contemplated by the Loan Documents and Permitted Acquisitions), (b) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (c) other non-cash interest.

“ Consolidated Current Assets ”: at any date, the C onsolidated current assets (other than cash and Cash Equivalents) of the Parent Companies , the Borrowers and the Restricted Subsidiaries.

“ Consolidated Current Liabilities ”: at any date, the C onsolidated current liabilities of the Parent Companies , the Borrowers and the Restricted Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding loans under the ABL Facility.

“ Consolidated EBITDA ”: for any period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) C onsolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization; plus (iv) the amount of any non-cash charges (other than the write down of current assets), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $ 10 ,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness or issuance of Capital Stock, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), plus (viii) the amount of cost savings and acquisition synergies projected by the Borrowers in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Disposition or restructuring of the business by the Parent Companies, the Borrowers or any Restricted Subsidiary , in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (viii) shall not exceed (x) $50,000,000 in the aggregate (and in no event shall the total amount of all cost savings and acquisition synergies with respect to the Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions ; and (y) 15% of Consolidated EBITDA in any period, otherwise, plus (ix) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement permitted by Section 7.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $ 3,0 00,000 in any fiscal year, minus (y) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro Forma Basis in determining Consolidated EBITDA for any period, without duplication, Acquired EBITDA of any Person acquired by the Borrowers or any of the Restricted Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, transferred or otherwise Disposed of by the Borrowers or such Restricted Subsidiary during such period (each such Person or business acquired and not subsequently so Disposed of, an “ Acquired Entity or Business ”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); and (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business transferred or otherwise Disposed of, closed or classified as discontinued operations as classified under GAAP by the Borrowers or any of the Restricted Subsidiaries during such period (each such Person, property, business so sold or Disposed of, a “ Sold Entity or Business ”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or Disposition). For purposes of determining the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio, and the Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2012 and June 30, 2012 , Consolidated EBITDA for the fiscal quarters ended on such dates shall be deemed to be equal to $3 5,600,000 and $ 40,900,000 , respectively (as such amounts may be adjusted in accordance with the immediately preceding sentences).

“ Consolidated EBITDAR ”: for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, plus, without duplication, Consolidated Rental Expense.

“ Consolidated Fixed Charges ”: for any period, the sum of Consolidated Cash Interest Expense and Consolidated Rental Expense of the Parent Companies , the Borrowers and the Restricted Subsidiaries for such period.

“ Consolidated Interest Expense ”: for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations (other than Real Property Financing Obligations)) of the Parent Companies , the Borrowers and the Restricted Subsidiaries for such period, determined on a C onsolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of the Parent Companies , the Borrowers or any Restricted Subsidiary that is required to be capitalized rather than included in C onsolidated I nterest E xpense for such period in accordance with GAAP; provided , that Consolidated Interest Expense for any period ending on any day prior to the first anniversary of the Closing Date shall be deemed equal to the product of (i) Consolidated Interest Expense computed in accordance with the requirements of this definition for the period from and including the Closing Date to and including such day by (ii) a fraction, the numerator of which is the number of days from and including the Closing Date to and including such day and the denominator of which is 365.

“ Consolidated Net Income ”: for any period, the net income or loss of the Parent Companies , Borrowers and the Restricted Subsidiaries for such period determined on a C onsolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, (a) the income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary), (b) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrowers or any Restricted Subsidiary or the date that such Person’s assets are acquired by the Borrowers or any Restricted Subsidiary, (c) any gains or losses attributable to sales of assets outside of the ordinary course of business, (d) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets (other than current assets); (e) unrealized gains and losses with respect to Hedge Agreements or other derivative instruments for such period and (f) any gains or losses relating to discontinued operations; provided further that the net income of any person in which any other person (other than the Borrowers or a Wholly-Owned Restricted Subsidiary or any director or foreign national holding qualifying shares in accordance with applicable law) has a joint interest shall be included in Consolidated Net Income only to the extent of the percentage interest of such person owned by the Parent Companies , the Borrowers and the Restricted Subsidiaries. In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any Investment or any Asset Sale permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption.

“ Consolidated Rental Expense ”: for any period, the total cash rental expense for operating leases and Real Property Financing Obligations (including the imputed interest expense with respect thereto) of the Parent Companies , the Borrowers and the Restricted Subsidiaries (regardless of the accounting treatment thereof), determined on a C onsolidated basis for such period and adjusted , for avoidance of doubt , to exclude the non-cash impact resulting from the s traight-lining of rents ; provided that Consolidated Rental Expense shall be reduced by any rental income. For the purpose of determining the

Consolidated Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2012 and June 30, 2012 , Consolidated Rental Expense for the fiscal quarters ended on such dates shall be deemed to be equal to $99,300,000 and $ 100,900,000 , respectively.

“ Consolidated Senior Secured Debt ”: as of any date of determination, Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of the Parent Companies , the Borrowers or any Restricted Subsidiary but excluding such Indebtedness which is subordinated in right of payment to the Obligations and the ABL Obligations.

“ Consolidated Senior Secured Leverage Ratio ”: as of any date of determination, the ratio of Consolidated Senior Secured Debt as of such day to Consolidated EBITDA of the Parent Companies , the Borrowers and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ Consolidated Total Assets ”: as of any date of determination, the total amount of all assets of the Parent Companies , the Borrowers and the Restricted Subsidiaries determined on a C onsolidated basis in accordance with GAAP as of the last day of the period for which the most recent financial statements were delivered prior to such date of determination.

“ Consolidated Total Debt ”: as of any date of determination, the aggregate principal amount of Indebtedness of the Parent Companies , the Borrowers and the Restricted Subsidiaries less ( a ) Indebtedness of the type described in clause (e) of the definition of such term to the extent related to Real Property Financing Obligations, ( b ) Indebtedness of a type described in clauses (d) and (f ) of the definition thereof ( c ) any letters of credit, banker acceptances or similar instruments to the extent undrawn and ( d ) unrestricted cash and Cash Equivalents as shown on the balance sheet on a C onsolidated basis of the Parent Companies , the Borrowers and the Restricted Subsidiaries in an amount not to exceed $35,000,000 (it being understood that cash and Cash Equivalents on deposit in an account in which the Collateral Agent or the collateral agent under the ABL Facility has a perfected Lien constitutes unrestricted cash for purposes hereof).

“ Consolidated Total Leverage Ratio ”: as of any date of determination, the ratio of Consolidated Total Debt as of such date to Consolidated EBITDA of the Parent Companies , the Borrower s and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ Continuing Directors ”: the directors of LLC Parent on the Closing Date and each other director of LLC Parent, if (a) such other director has, as of the date of determination, been a director of LLC Parent for at least the twelve preceding months, (b) such other director’s nomination for election to the board of directors of LLC Parent is recommended by at least 51% of the then Continuing Directors or (c) such other director receives the vote of a Permitted Investor and its Affiliates (excluding any portfolio companies of the Sponsor) in his or her nomination or election by the shareholders of LLC Parent.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

definition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

“ Curable Period ”: as defined in Section 7.16(a).

“ Cure Amount ”: as defined in Section 7.16(a).

“ Cure Right ”: as defined in Section 7.16(a).

“ Debtor Relief Laws ”: the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declining Lender ”: as defined in Section 2.22(c).

“ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Designated Jurisdiction ”: any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ Disposed EBITDA ”: with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Parent Companies , the Borrowers and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and their Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“ Disposition ”: with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other effectively complete Disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Capital Stock ”: any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as the result of a Change of Control or asset sale so long as any rights of the holders thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans and all Obligations that are accrued and payable), or is redeemable at the option of the holder thereof, in whole or in part (other than solely for Qualified Capital Stock), or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date that is 91 days after the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock referred to in clause (a) above, in each case at any time prior to the date that is 91 days after the Maturity Date; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Parent Companies, the Borrowers, or the Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Parent Companies, the Borrowers, or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided , further , that any Capital Stock held by any present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of the Parent Companies, the Borrowers or any Restricted Subsidiary

upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Parent Companies, the Borrowers or the Restricted Subsidiaries.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any direct or indirect Subsidiary incorporated in or organized under the laws of any jurisdiction within the United States.

“ Environmental Claims ”: any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Parent Companies , the Borrowers or any of their Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or Disposition of real estate) or proceedings pursuant to or in connection with any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “ Claims ”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials) or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, and (iii) any and all Claims by any third party regarding environmental liabilities or obligations assumed or assigned by contract or operation of law.

“ Environmental Laws ”: any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to pollution, the protection of the environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials).

“ Environmental Liabilities ”: all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Loan Party as a result of, or related to, any Environmental Claim and resulting from the ownership, lease, sublease or other operation or occupation of property by any Loan Party, whether on, prior or after the date hereof.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” collectively, any Loan Party, and any Person under common control, or treated as a single employer, with any Loan Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Multiemployer Plan, Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder, (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent and (i) the occurrence of a Foreign Benefit Event.

“ E-System ”: any electronic system, including Intralinks ® , ClearPar ® and SyndTrak ® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Affiliates or agents or any other Person, providing for access to data protected by passcodes or other security system.

“ Eurocurrency Reserve Requirements ”: with respect to any Interest Period and for any Eurodollar Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect two Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Board) maintained by a member bank of the United States Federal Reserve System.

“ Eurodollar Base Rate ”: with respect to any Interest Period for any Eurodollar Loan or any ABR Loan based upon the ABR determined pursuant to clause (z) of the definition thereof (x) the rate determined by the Administrative Agent to be the offered rate appearing on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate or, if the rate mentioned in sub-clause (x) does not appear on such page or service or if such page or service is not available, then (y) the rate per annum determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate or, if the rates in clauses (ii)(x) and (ii)(y) are not available, the Administrative Agent’s offered quotation rate to first class banks in the London interbank market, in each case by 11:00 A.M. (London, England time) two Business Days prior; provided that , with respect to any Interest Period, in no event shall the “Eurodollar Base Rate” with respect to any Loan that is a Eurodollar Loan or an ABR Loan based upon the ABR determined pursuant to clause (z) of the definition thereof, be less than 1.50%.

“ Eurodollar Loan ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

	Eurodollar Base Rate
	1.00 - Eurocurrency Reserve Requirements

“ Event of Default ”: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any period, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) reductions to noncash working capital of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such period ( i.e. , the decrease, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such period) over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Parent Companies in accordance with Section 7.6(a)(iv)(A) and the Borrowers and the Restricted Subsidiaries with respect to such period, (ii) Capital Expenditures made in cash in accordance with Section 7.12 during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA , (iii) permanent repayments of Indebtedness (other than optional prepayment of the Loans under Section 2.7 and mandatory prepayments of Loans under Section 2.8) made in cash (including, the aggregate amount of any premium, make-whole or penalty payments that are made in connection with any prepayment of Indebtedness permitted hereunder to the extent such payments are not deducted in calculating Consolidated Net Income) by the Borrowers and the Restricted Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iv) additions to noncash working capital for such fiscal year ( i.e. , the increase, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such fiscal year), (v) the amount of any Permitted Acquisitions or other Investments made in cash during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA , (vi) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated EBITDA and cash charges included in clauses (c), (d) and (f) of the proviso in the definition of Consolidated Net Income, (vii) any amounts paid in respect of earn-out arrangements in connection with the Acquisition , (viii) an amount equal to any Restricted Payments made pursuant to Sections 7.6 (a) (vi) and (x) , ( ix ) to the extent paid in cash, the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $ 10 ,000,000 in the aggregate for this clause ( ix ) for any period, ( x ) to the extent paid in cash, costs, fees and expenses for such period paid in connection with the Transactions , (xi ) to the extent paid in cash, any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness or issuance of Capital Stock, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), (xii) any Consolidated Cash Interest Expense of the Parent Companies, the Borrowers and the Restricted Subsidiaries with respect to such period and (xiii) to extent unrealized during such period, an amount equal to the amount of cost savings and acquisition synergies included in clause (viii) of the definition of Consolidated EBITDA .

“ Excess Cash Flow Application Date ”: as defined in Section 2.8(c).

“ Excess Cash Flow Percentage ”: 50%; provided that the Excess Cash Flow Percentage for any fiscal year with respect to which Excess Cash Flow is measured shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is equal to or less than 1.50 to 1.00 and (b) zero if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is equal to or less than 0.75 to 1.00.

“ Excluded Issuance ”: a Qualified Equity Issuance (other than any Qualified Equity Issuances utilized in connection with an exercise of the Borrowers’ Cure Right under Section 7.16(a) ) to the extent the Net Cash Proceeds thereof shall be contributed, directly or indirectly, to the Genesis Borrower; provided that, the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to clause (v) of the definition of “Capital Expenditures”, Section 7.4(k) and/or Section 7.9(b)(ii).

“ Excluded Taxes ”: as defined in Section 2.16(a).

“ Existing Sun Credit Agreement ”: the credit agreement, dated as of October 18, 2010, as amended by Amendment No. 1, dated as of December 13, 2011, by and among Sun HealthCare Group, Inc., a Delaware corporation, the Sun Borrower, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent for the lenders.

“ Extended Lender Loans ”: as defined in Section 2.22(d).

“ Extending Lender ”: as defined in Section 2.22(c).

“ Extension Amendment ”: as defined in Section 2.22(e).

“ Extension Date ”: as defined in Section 2.22(f).

“ Extension Election ”: as defined in Section 2.22(c).

“ Extension Request ”: as defined in Section 2.22(a).

“ Facility ”: the Commitments and the Loans made hereunder.

“ FATCA ”: Sections 1471 through 1474 of the Code (effective as of the date hereof) (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“ Federal Funds Effective Rate ”: for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upwards, if necessary, to the next 1/100 of 1%) charged to the Person acting as the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ Financial Condition Covenant ”: the covenants set forth in Sections 7.13, 7.14 and 7.15.

“ Financial Cure Covenant ”: as defined in Section 7.16(a).

“ Fixed Charge Coverage Ratio ”: as of any date of determination, the ratio of Consolidated EBITDAR for such period to Consolidated Fixed Charges of the Parent Companies , the Borrowers and the Restricted Subsidiaries for the four fiscal quarter periods ending on such date calculated on a Pro Forma Basis .

“ Foreign Benefit Event ”: with respect to any Foreign Pension Plan, (a) the failure of any such Foreign Pension Plan or any trust thereunder intended to qualify for tax exempt status under any Requirements of Law, (b) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (c) the failure to make the required contributions or payments under any applicable law on or before the due date for such contributions or payments, (d) the receipt of a notice by a Governmental Authority relating to its intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (e) the incurrence of any liability in excess of $1,000,000 by the Parent Companies, the Borrowers or any Restricted Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (f) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries, or the imposition on the Parent Companies, the Borrowers or any of the Restricted Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of $1,000,000.

“ Foreign Pension Plan ”: any pension plan maintained outside the jurisdiction of the United States that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority to which the Parent Companies, the Borrowers or any of the Restricted Subsidiaries incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Foreign Subsidiary ”: any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary or a Domestic Subsidiary where substantially all of its assets consist of stock of controlled foreign corporations, as defined in Section 957 of the Code.

“ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower Agent and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time.

“ Genesis Borrower ”: as defined in the preamble hereto.

“ Governmental Authority ”: any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self - regulatory organization (including the National Association of Insurance Commissioners).

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement, dated as of the Closing Date, to be executed and delivered by the Parent Companies , the Borrowers and each Subsidiary Guarantor, substantially in the form of Exhibit B , as the same may be amended, supplemented or otherwise modified from time to time.

advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“ Guarantors ”: the collective reference to the Parent Companies and the Subsidiary Guarantors.

“ Hazardous Materials ”: (a) any petroleum or petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas and medical waste; (b) any chemicals, wastes, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, material or substance which is prohibited, limited or regulated by or with respect to which liability is imposed under any Environmental Law.

“ Healthcare Facilities ”: collectively, each hospital, clinic, skilled nursing facility, assisted living facility, independent living facility or mental health facility (or state equivalent of such licensure categories) or other healthcare facility owned, leased or managed by the Borrowers or any of their Subsidiaries, as listed on Schedule 3.1(b) hereto.

“ Healthcare Laws ”: all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions or agreements, in each case, pertaining to or concerned with the establishment, construction, ownership, operation, use or occupancy of a Healthcare Facility or any part thereof and all material Permits and Primary Licenses, including those relating to the quality and adequacy of care, equipment, personnel, operating policies, additions to facilities and services, medical care, distribution of pharmaceuticals, rate setting, kickbacks, fee splitting, patient healthcare and/or patient healthcare information, including the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder, and as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, and the rules and regulations promulgated thereunder (collectively “ HIPAA ”).

“ Health Care REIT Asset Buyback ”: the purchase by Genesis Operations LLC or its Subsidiaries from FC-Gen Real Estate, LLC of certain facilities pursuant to the Health Care REIT (Genesis) Lease.

“ Health Care REIT Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Closing Date, by and among the parties to the Health Care REIT (Sun) Lease, the Landlord Parties (as defined in the Health Care REIT Lease Consent and Amendment Agreement), the Administrative Agent, and General Electric Capital Corporation, or administrative agent under the ABL Credit Agreement.

“ Health Care REIT (Genesis) Lease ”: the Ninth Amended and Restated Master Lease A greement, dated as of December 1 , 2012 , by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant.

“ Health Care REIT Lease Consent and Amendment Agreement ”: the consent and amendment, dated as of June 20, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, Health Care REIT, Inc., a Delaware corporation, the Sun Landlords (as defined therein), the Lessor Parties (as defined therein), Genesis Operations, LLC, a Delaware limited liability company, and FC-Gen Operations Investment, LLC, a Delaware limited liability company.

“ Health Care REIT (Sun) Lease ”: the master lease agreement, dated as November 3, 2010, by and among Health Care REIT, Inc., a Delaware limited liability company, HCRI Beachwood, Inc., HCRI Broadview, Inc., HCRI Westlake, Inc., HCRI Indiana Properties, LLC, HCRI Kentucky Properties, LLC, and HH Florida, LLC, collectively, as landlord and Sunbridge Healthcare, LLC, as tenant.

“ Hedge Agreements ”: all agreements with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, entered into by the Borrowers or any of their Subsidiaries.

“ Hedge Counterparty ”: any Person that is a party to a Hedge Agreement that was a Lender or Agent at the time any such Hedge Agreement was entered into or an Affiliate of such a Lender or Agent, in each case in its capacity as party to a Hedge Agreement.

“ HIPAA ”: as defined in the definition of “ Healthcare Laws ” .

“ Holdings ”: as defined in the preamble hereto.

“ Hospice Sale ”: the acquisition by National Hospice Holdings, LLC or its designee of the assets of SolAmor Hospice Corporation (together with its subsidiaries and affiliates) or the assets of SolAmor Hospice Corporation’s operating subsidiaries from the Sun Borrower or its designee pursuant to and in accordance with the terms of that certain Asset Purchase Agreement, dated as of November 15, 2012, as amended as of November 28, 2012, and as in effect on the date hereof and without giving effect to any further amendments thereto.

“ Hospice Sale Prepayment Amount ”: as defined in Section 7.5(b)(C).

“ HUD ”: the U.S. Department of Housing and Urban Development.

“ HUD Sub-Facility Credit Agreement ”: that certain Credit Agreement, dated as of March 29, 2012, by and among the HUD Sub-Facility Entities, as borrowers, the Genesis Borrower and GHC Holdings LLC, each as a guarantor, certain other Persons becoming parties thereto from time to time as guarantors, General Electric Capital Corporation, as administrative agent, and the lenders party thereto, as may be amended, restated, replaced or otherwise modified from time to time.

“ HUD Sub-Facility Entities ”: each of Genesis HealthCare of Maine, LLC, as successor by merger with Genesis HealthCare of Maine, Inc., Belfast Operations, LLC, Camden Operations, LLC, Falmouth Operations, LLC, Farmington Operations, LLC, Kennebunk Operations, LLC, Lewiston Operations, LLC, Orono Operations, LLC, Scarborough Operations, LLC, Skowhegan SNF Operations, LLC, Waterville SNF Operations LLC, and Westbrook Operations, LLC, and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

“ Increased Amount Date ”: as defined in Section 2.21(a).

“ Incremental Commitments ”: as defined in Section 2.21(a).

“ Incremental Joinder Agreement ”: as defined in Section 2.21(a).

“ Incremental Loans ”: any loan made by any Incremental Lender pursuant to Section 2.21(b).

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) trade payables, accrued expenses, current accounts and similar obligations incurred in the ordinary course of such Person’s business, (ii) deferred compensation accrued in the ordinary course of business and (iii) earn-outs and other contingent payments in respect of acquisitions except as and to the extent that the liability on account of any such earn-out or contingent payment appears in the liabilities section of the balance sheet of such Person in accordance with GAAP), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property, in which case only the lesser of the amount of such obligation and the fair market value of such Property shall constitute Indebtedness), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock valued at, in the case of redeemable preferred Capital Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Capital Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedge Agreement with a counterparty other than any Agent in the event of a termination (including an early termination) on the date of determination, and (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above.

“ Indemnified Liabilities ”: as defined in Section 10.5(a).

“ Indemnitee ”: as defined in Section 10.5(a).

“ Initial Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Loan to the Borrowers in a principal amount not to exceed the amount set forth opposite such Lender’s name on Appendix A or under the heading “Initial Commitment” opposite such Lender’s name on the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Assumption (or Incremental Joinder Agreement, as the case may be) pursuant to which such Lender became a party hereto. The original aggregate amount of the Initial Commitments is $325,000,000.

“ Instrument ”: as defined in the Guarantee and Collateral Agreement.

“ Insurance Captive ”: Liberty Health Corporation, Ltd., a Bermuda company, or any other insurance captive or other self insurance program established by a Borrower or a Restricted Subsidiary.

“ Insurer ”: a Person that insures a Patient against certain of the costs incurred in the receipt by such Patient of Medical Services, or that has an agreement with any Borrower to compensate such Borrower for providing such goods or services to a Patient, including but not limited to Medicaid, Medicare and TRICARE.

including, without limitation, copyrights and copyright applications, domain names, patents and patent applications, trademarks and trademark applications, trade names, rights in technology, trade secrets, know-how and processes.

“ Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Closing Date, in substantially the form of Exhibit L hereto, by and between the Collateral Agent and the “Collateral Agent” as defined in the ABL Credit Agreement and acknowledged by the Parent Companies, the Borrowers and the other Loan Parties, and along with any joinders made a part thereof from time to time (or any intercreditor amendment reasonably acceptable to the Agents , the “Administrative Agent” as defined in the ABL Credit Agreement and the Borrowers).

“ Interest Payment Date ”: (a) as to any ABR Loan, the last Business Day each of March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each date occurring at three month intervals and the last day of such Interest Period, (d) as to any Loan, the date of any repayment or prepayment made in respect thereof and (e) the day that such Loan is required to be repaid.

“ Interest Period ”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, or (with the consent of each affected Lender under the Facility) nine or twelve months thereafter, as selected by the Borrowers in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (with the consent of each affected Lender under the Facility) nine or twelve months thereafter, as selected by the Borrowers by irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that would otherwise extend beyond the date final payment is due on the Loans shall end on such due date; and

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“ Investments ”: as defined in Section 7.4.

“ IPO ”: the initial offering by LLC Parent (or a replacement entity for LLC Parent) of its Capital Stock to the public by means of an offering registered with the SEC or any comparable foreign Governmental Authority.

“ IRS ”: the Internal Revenue Service.

“ JER ”: JER Partners.

“ Joinder Agreement ”: an agreement substantially in the form of Exhibit J .

“ Laws ”: collectively, federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority.

“ Lead Arrangers ”: Barclays and General Electric Capital Corporation.

“ Lease Consent and Amendment Agreement ”: each of the Health Care REIT Lease Consent and Amendment Agreement, Omega Lease Consent and Amendment Agreement and Sabra Lease Consent and Amendment Agreement.

“ Leases ”: all leases and subleases or any similar document affecting the use, enjoyment or occupancy of the real property, including resident care agreements and service agreements that include an occupancy agreement, whether now existing or hereafter arising.

“ Lender ”: each Lender that has an Initial Commitment or that holds a Loan.

“ Lender Addendum ”: with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit K , to be executed and delivered by such Lender on the Closing Date as provided in Section 10.19.

“ Liabilities ”: all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“ Lien ”: any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Liquidity ”: with respect to any Person, the sum of (i) unrestricted cash and Cash Equivalents plus (ii) Borrowing Availability (as defined in the ABL Credit Agreement).

“ LLC Parent ”: as defined in the preamble hereto.

“ Loan ”: as defined in Section 2.1. Unless the context shall otherwise require, “Loan” shall include any Loans under the Incremental Loans.

“ Loan Documents ”: the collective reference to this Agreement, the Security Documents, the Notes (if any) and any Incremental Joinder Agreements.

“ Loan Increase ”: as defined in Section 2.21(a).

“ Loan Parties ”: the Parent Companies, the Borrowers and each Subsidiary Guarantor.

“ Loan Percentage ”: as to any Lender at any time, the percentage which the sum of such Lender’s Initial Commitments then constitutes of the aggregate Initial Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Loans then outstanding constitutes of the aggregate principal amount of the Loans then outstanding).

“ Make Whole Amount ”: with respect to any prepayment described in Section 2.7(a) of all or any portion of the Loans hereunder on or prior to the first anniversary of the Closing Date, the sum of (i) the present value at such date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, of all interest that would accrue on the portion of such Loans being prepaid from such date to the first anniversary of the Closing Date and (ii) 2.00% of the aggregate principal amount of the Loans prepaid.

“ Master Leases ”: the collective reference to the Health Care REIT (Genesis) Lease, the Health Care REIT (Sun) Lease, the Sabra Lease and the Omega Lease.

“ Master Lease Intercreditor Agreements ”: the collective reference to the Health Care REIT Intercreditor Agreement, the Sabra Intercreditor Agreement and the Omega Intercreditor Agreement.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, operations property or financial condition of the Parent Companies, the Borrowers and the Restricted Subsidiaries, taken as a whole, or (b) the validity or enforceability of the Loan Documents or the material rights and remedies of the Agents and the Lenders thereunder, in each case, taken as a whole.

“ Material Indebtedness ”: Indebtedness (other than the Loans and Real Property Financing Obligations), or obligations in respect of one or more Hedge Agreements, of any one or more of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in an aggregate principal amount exceeding, $30,000,000. For purposes of determining Material Indebtedness for all Sections, the “principal amount” of the obligations of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Parent Companies, the Borrowers or any of the Restricted Subsidiaries would be required to pay if such Hedge Agreement were terminated at such time.

“ Material Master Lease ”: each Master Lease and each other facility master lease agreement entered into by the Borrowers or any of the Restricted Subsidiaries after the Closing Date if such facility master lease agreement represents greater than 5% of the licensed beds of the Loan Parties, taken as a whole.

“ Material Master Lease Intercreditor Agreement ”: the collective reference to each of the Master Lease Intercreditor Agreements and any other intercreditor or similar agreement entered into pursuant to Section 6.16.

not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to Section 5.1(b), (x) designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as “Material Restricted Subsidiaries” so that Domestic Subsidiaries that are not Guarantors do not comprise more than 7.5% in the aggregate of the Consolidated Total Assets or the gross revenues (as shown on the most recent financial statements of LLC Parent delivered pursuant to Section 5.1(a) or (b)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries on a C onsolidated basis for such period, determined in accordance with GAAP and (y) comply with the provisions of Section 6.10 applicable to such Subsidiary.

“ Maturity Date ”: December 4, 2017.

“ Medicaid ” : (a) the United States of America acting under Title XIX of the Social Security Act, (b) any state or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act, or (c) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Medicare ”: (a) the United States of America acting under the Medicare program established pursuant to Title XVIII of the Social Security Act, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Medical Services ”: medical and health care services, performed or provided by any Borrower or a Restricted Subsidiary to a Patient, which services include, general medical and health care services, physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, assisted living facility services, independent senior housing services, Alzheimer’s services, comprehensive inpatient and outpatient rehabilitation services, home health care services, hospice services, residential and outpatient behavioral healthcare services, and medical or health care equipment provided for a necessary or specifically requested valid and proper medical or health purpose and any other service approved by the Administrative Agent in its sole discretion.

“ Moody’s ”: Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“ Mortgage ”: any mortgage, deed of trust, hypothec or other similar document made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers (taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded).

“ Multiemployer Plan ”: a pension plan that is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) subject to Title IV of ERISA to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

(including legal fees and expenses) actually incurred by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in connection therewith and net of Taxes paid or reasonably estimated to be payable by such Parent Company, such Borrower or such Restricted Subsidiary as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and any escrow or reserve for any adjustment in respect of the sale price of such asset or assets and indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of the applicable Asset Sale undertaken by the Parent Companies, the Borrowers or the Restricted Subsidiaries or other liabilities in connection with such Asset Sale ( provided that upon release of any such escrow or reserve, the amount released shall be considered Net Cash Proceeds) and (b) in connection with any (i) Qualified Equity Issuance or (ii) issuance or sale of debt securities or instruments or the incurrence of Indebtedness, in each case, the cash proceeds received from such issuance or incurrence, net of transaction costs, attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions, placement fees and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith.

“ New Extending Lender ”: as defined in Section 2.22(c).

“ New Lender ”: as defined in Section 2.21(a).

“ Non-Excluded Taxes ”: as defined in Section 2.16(a).

“ Non-Extended Lender Loans ”: as defined in Section 2.22(b).

“ Non-Extended Loans ”: as defined in Section 2.22(b).

“ Non-Guarantor Subsidiary ”: any Restricted Subsidiary of the Borrowers which is not a Subsidiary Guarantor.

“ Non-U.S. Lender ”: as defined in Section 2.16(d).

“ Note ”: any promissory note evidencing any Loan.

“ Notice of Intent to Cure ”: as defined in Section 7.16(b).

“ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans, and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, and all other obligations and liabilities of the Borrowers to the Administrative Agent, the Collateral Agent, or any Lender (or, in the case of Specified Hedge Agreements and Cash Management Documents of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries to the Administrative Agent, the Collateral Agent, any Lender, any Hedge Counterparty, Cash Management Counterparty, or any of their Affiliates), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Hedge Agreement, any Cash Management Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent, or any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise; provided that (a) obligations of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries under any Specified Hedge Agreement or Cash Management Document

shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Specified Hedge Agreements or Cash Management Documents.

“ OFAC ”: the Officer of Foreign Assets Control of the United States Department of the Treasury.

“ Omega Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Closing Date , by and among the Administrative Agent, General Electric Capital Corporation, as administrative agent under the ABL Credit Agreement, the Borrowers, Landlord (as defined therein) and Tenants (as defined therein).

“ Omega Lease ”: the consolidated amended and restated master lease agreement, dated as of December 1, 2012 , by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement).

“ Omega Lease Consent and Amendment Agreement ”: the agreement to consent, dated as of June 20, 2012, by and among Lessor (as defined therein) and Lessee (as defined therein).

“ Other Taxes ”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document.

“ PATRIOT Act ”: the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ Parent ”: as defined in the preamble hereto.

“ Parent Company ”: LLC Parent, Parent and Holdings.

“ Participant ”: as defined in Section 10.6(h).

“ Participant Register ”: as defined in Section 10.6(h)(ii).

“ Patient ”: any Person receiving Medical Services from any Borrower or a Restricted Subsidiary and all Persons legally liable to pay a Borrower or a Restricted Subsidiary for such services other than Insurers.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permit ”: with respect to any Person, any permit, approval, authorization, license, registration, certificate (including certificates of occupancy), concession, grant, franchise, variance or permission from any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Permitted Acquisition ”: as defined in Section 7.4(g).

“ Permitted Investor ”: collectively, (i) any Person that is a member of LLC Parent as of the Closing Date to the extent such Person, directly or indirectly, owns or controls 10% or more of LLC

Parent as of the Closing Date and to the extent such Person ha s satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations, (ii) GEN Management LLC or GEN Management Investors, LLC and to the extent each such entity has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC Healthcare Laws, and other similar regulations, or (iii) any successor of the foregoing pursuant to a Permitted Investor Transfer (which successors, to the extent such successors will, directly or indirectly, own or control 10% or more of any Loan Party, must satisfy requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations).

“ Permitted Investor Transfer ”: one or more of the following, and, in the case of clauses (ii) and (iii) below, with the prior consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed (provided that Borrower Agent provides timely information reasonably requested by Administrative Agent with respect to such proposed transferee , including, without limitation, information with respect to OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations and activities):

(i) any Disposition by a Permitted Investor to another Permitted Investor

(ii) any Disposition of a direct or indirect interest in LLC Parent by a Permitted Investor to a family trust for estate planning purposes; provided that such Permitted Investor does not Transfer the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

(iii) any Disposition from any Permitted Investor of any direct or indirect interest in LLC Parent to a Majority Controlled Affiliate, or the admission of a new member into a Permitted Investor, provided the Persons that had the power to direct or cause the direction of the management and policies of such Permitted Investor on the Closing Date retain such power over such Permitted Investor; or

(iv) the purchase by Health Care REIT, Inc. of certain ownership interests in LLC Parent pursuant to that c ertain Amended and Restated Call and Exchange Agreement, dated as of May 25, 2012 (as may be amended, supplemented or otherwise modified from time to time).

“ Permitted Refinancing ”: with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to any interest capitalized in connection with, any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized and undrawn letters of credit thereunder or as otherwise permitted pursuant to Section 7.1, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) solely with respect to any Permitted Refinancing of the ABL Facility or any Material Master Lease , the financial covenants and events of default of any such

modified, refinanced, refunded, renewed or extended Indebtedness are not, taken as a whole, materially more restrictive to the Loan Parties than the financial covenants and events of default of the Indebtedness being modified, refinanced, refunded, renewed or extended and (e) neither the Borrowers nor any Restricted Subsidiary shall be an obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed or extended except to the extent that such Person was such an obligor or guarantor in respect of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Pledged Securities ”: as defined in the Guarantee and Collateral Agreement.

“ Pledged Stock ”: as defined in the Guarantee and Collateral Agreement.

“ Prime Rate ”: as defined in the definition of “ABR”.

“ Pro Forma Basis ”: for any period, with respect to the Transactions or any proposed acquisition, investment, distribution or any other action which requires compliance with any test or covenant hereunder, compliance as of the transaction date will be determined giving the following pro forma effect to the Transactions or such proposed acquisition investment, distribution or any such other action: (a) pro forma effect will be given to any Indebtedness incurred during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred on the transaction date as if the Indebtedness had been incurred on the first day of the relevant period; (b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedge Agreement applicable to the Indebtedness if the Hedge Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire relevant period; (c) Consolidated Interest Expense related to any Indebtedness no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the relevant period under this Agreement to the extent of the Loans in effect on the transaction date, will be excluded; and (d) pro forma effect will be given to (i) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries, and (ii) the acquisition or Disposition of companies, divisions or lines of businesses by the Borrowers and the Restricted Subsidiaries, including any acquisition or Disposition of a company, division or line of business since the beginning of the relevant period by a Person that became a Restricted Subsidiary after the beginning of the relevant period that have occurred since the beginning of the relevant period as if such events had occurred, and, in the case of any Disposition, the proceeds thereof applied, on the first day of the relevant period. For purposes of determining Consolidated Interest Expense, Consolidated Cash Interest Expense, Consolidated Fixed Charges, Consolidated Rental Expense, Consolidated EBITDA , Consolidated EBITDA R and Consolidated Net Income, any discontinuation of discontinued operations as defined under Financial Accounting Standards Board Accounting Standards Codification 205-20 occurring during the relevant period shall be given effect in accordance with that standard. To the extent that pro forma effect is to be given to an acquisition or Disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available (including

cost savings to the extent such cost savings would be consistent with the definition of “ Consolidated EBITDA ”).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Purchase Money Indebtedness ”: as defined in Section 7.1(d).

“ Purchasing Borrower Party ”: the Borrowers or any Subsidiary of the Borrowers that becomes an Assignee pursuant to Section 10.6(b).

“ Qualified Capital Stock ”: any Capital Stock that is not Disqualified Capital Stock.

“ Qualified Equity Issuance ”: any issuance by LLC Parent of its Capital Stock in a public or private offering or contribution to its capital (in each case, other than in the form of Disqualified Capital Stock), which has been contributed in cash as common equity to the Borrowers.

“ Real Property Financing Obligations ”: with respect to any Person, financing obligations and Capital Lease Obligations of such Person, to the extent such financing obligations or Capital Lease Obligations are related to real property.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Parent Companies , the Borrowers, or any of the Restricted Subsidiaries, in an amount for each such event exceeding $1,500,000.

“ Refinanced Loans ”: as defined in Section 10.1(d).

“ Refinancing ”: as defined in the recitals hereto.

“ Register ”: as defined in Section 10.6(b)(iv).

“ Regulation T ”: Regulation T of the Board as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Regulation X ” Regulation X of the Board as in effect from time to time.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Parent Companies, the Borrowers or any Restricted Subsidiary for its own account in connection therewith that are not paid to the Administrative Agent pursuant to Section 2.8(b) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which a Loan Party has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice signed on behalf of the Parent Companies, the Borrowers, or any of the Restricted Subsidiaries by a Responsible Officer stating that the Parent Companies, the Borrowers, or such Restricted Subsidiaries (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an (x) Asset Sale (which, for the avoidance of doubt, shall not include the Hospice Sale Prepayment Amount) to acquire assets useful in its (or such Restricted Subsidiary’s) business or in connection with a Permitted Acquisition or

(y) Recovery Event to acquire or repair assets useful in its (or such Restricted Subsidiary’s) business or in connection with a Permitted Acquisition.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount contractually committed to be expended prior to the relevant Reinvestment Prepayment Date (a “ Committed Reinvestment Amount ”), or actually expended prior to such date, in each case to acquire or repair assets useful in the Business or in connection with a Permitted Acquisition.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (i) the date occurring 180 days after such Reinvestment Event and (ii) with respect to any portion of a Reinvestment Deferred Amount, the date on which the Parent Companies, the Borrowers, or any of the Borrowers’ Restricted Subsidiaries shall have determined not to acquire or repair assets useful in their or such Restricted Subsidiary’s business or in connection with a Permitted Acquisition with such portion of such Reinvestment Deferred Amount.

“ Related Parties ”: as to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Release ” any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“ Remedial Action ”: all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material Released into the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“ Replacement Loans ”: as defined in Section 10.1(d).

“ Representatives ”: as defined in Section 10.14.

“ Required Lenders ”: at any time, the holders of more than 50% of the sum of the aggregate unpaid principal amount of the Loans then outstanding.

“ Requirement of Law ”: as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ”: the chief executive officer, president, senior vice president, chief financial officer (or similar title), chief operating officer, controller or treasurer (or similar title) of the Parent Companies or the Borrowers, as applicable, and, with respect to financial matters, the chief financial officer (or similar title) or treasurer (or similar title) of LLC Parent.

“ Restricted Payment ” : any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock)) with respect to any Capital Stock of the Borrowers or any Restricted Subsidiary, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any Capital Stock in the Parent Companies, the Borrowers or any Restricted Subsidiary.

“ Restricted Subsidiary ”: any Subsidiary of the Borrowers that is not an Unrestricted Subsidiary.

“ Sabra Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Closing Date, by and among the Landlords (as defined in the Sabra Lease Consent and Amendment Agreement), the Administrative Agent and General Electric Capital Corporation as administrative agent under the ABL Credit Agreement.

“ Sabra Lease ”: collectively, the Master Leases (as defined in the Sabra Lease Consent and Amendment Agreement), as the same may have been or may be amended, consolidated or otherwise modified.

“ Sabra Lease Consent and Amendment Agreement ”: the consent and agreement, dated as of June 20, 2012, by and among the Landlords (as defined therein) and the Genesis Borrower.

“ Sale and Lease-Back Transaction ”: any arrangement with any Person providing for the leasing by the Borrowers or any of the Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by the Borrowers or such Restricted Subsidiary to such Person or from any other Person to whom funds have been or are to be advanced by such Person based on a Lien on, or an assignment of, such property and rental obligations of the Borrowers or such Restricted Subsidiary.

“ Sanctions ”: any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“ S&P ”: Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Secured Parties ”: collectively, the Lenders, the Administrative Agent, the Collateral Agent, any Hedge Counterparty, any Cash Management Counterparty, any other holder from time to time of any of the Obligations (in their capacities as holders thereof) and, in each case, their respective successors and permitted assigns.

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Material Master Lease Intercreditor Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent purporting to grant a Lien on any Property of any Loan Party to secure the Obligations.

“ Sold Entity or Business ”: as set forth in the definition of the term “Consolidated EBITDA”.

absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) except as otherwise provided by applicable law, the amount of “contingent liabilities” at any time shall be the amount thereof which, in light of all the facts and circumstances existing at such time, can reasonably be expected to become actual or matured liabilities.

“ Specified Acquisition Agreement Representations ”: the representations and warranties made by the Sun Borrower in the Acquisition Agreement as are material to the interest of the Lenders, but only to the extent that the Genesis Borrower has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representation in the Acquisition Agreement.

“ Specified Representations ”: the representations and warranties made by any Loan Party in or pursuant to Section 3.1(a), Section 3.2(a)(i), 3.2(a)(ii)(A), 3.2(a)(ii)(B), Section 3.5, Section 3.8, Section 3.10, Section 3.17, and Section 3.22.

“ Specified Hedge Agreement ”: any Hedge Agreement (a) entered into by (i) the Borrowers or any of the Restricted Subsidiaries and (ii) any Hedge Counterparty at the time such Hedge Agreement was entered into, as counterparty and (b) that has been designated by the Borrowers, by notice to the Administrative Agent, as a Specified Hedge Agreement. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement.

“ Sponsor ”: Formation Capital LLC.

“ Subordinated Indebtedness ”: with respect to Obligations, any Indebtedness of any Loan Party that is by its terms subordinated in right of payment to any of the Obligations.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrowers; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a director’s “qualifying share” of the former Person shall be deemed to be outstanding.

“ Subsidiary Guarantors ”: each Subsidiary listed on Schedule 1.1A, and each other Restricted Subsidiary that is or becomes a party to this Agreement pursuant to Section 6.10.

“ Subsidiary Redesignation ”: as defined in the definition of “Unrestricted Subsidiary”.

“ Sun Borrower ”: as defined in the preamble hereto.

“ Syndication Agent ”: General Electric Capital Corporation .

“ Tax Affiliate ”: (a) the Borrowers and (b) any Affiliate of any Borrower with which such Borrower files or is eligible to file consolidated, combined or unitary Tax Returns.

“ Tax Distributions ”: as defined in Section 7.6(a).

“ Tax Return ”: as defined in Section 3.7.

“ Taxes ”: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Third-Party Payor Programs ”: Medicare, Medicaid, TRICARE, Blue Cross/Blue Shield or any other public program or private commercial insurance, managed care, or employee assistance program providing reimbursement or coverage for Medical Services and with which a Borrower or any of its Subsidiaries has entered into a participation agreement , provider agreement, or similar arrangement for coverage of eligible Patients.

“ Title IV Plan ”: a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Transactions ”: collectively, (a) the Acquisition; (b) the consummation of the Refinancing; (c) the execution and delivery of the Loan Documents and the incurrence of the obligations thereunder; and (d) the payment of all fees and expenses to be paid in connection with the foregoing.

“ Treasury Rate ”: with respect to any date of determination, the yield to maturity at such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date to the first anniversary of the Closing Date; provided, however, that if the period from such date to the first anniversary of the Closing Date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained using the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year.

“ TRICARE ” means (a) the United States of America acting under TRICARE, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Trigger Date ”: as defined in Section 2.8(b).

“ Type ”: as to any Loan, its classification as an ABR Loan or a Eurodollar Loan.

“ UCC ”: the Uniform Commercial Code of the State of New York, as in effect on the date hereof.

“ United States ”: the United States of America.

“ Unrestricted Subsidiary ”: (a) any Subsidiary of the Borrowers designated by the Borrower Agent as an Unrestricted Subsidiary hereunder on Schedule 1.1B or by written notice to the Administrative Agent; provided that the Borrower Agent shall only be permitted to so designate a Subsidiary as an

Unrestricted Subsidiary so long as (i) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing and (y) the Borrowers and the Restricted Subsidiaries shall be in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party, (iii) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value as determined by the Borrowers in good faith of the Borrowers’ or its Subsidiary’s (as applicable) Investment therein, (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (v) the Borrower Agent shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of LLC Parent, certifying compliance with the requirements of preceding clauses (i) through (iv), and (b) any Subsidiary of an Unrestricted Subsidiary. The Borrower Agent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided that (A) immediately after such designation, no Default shall have occurred and be continuing and (B) the Borrower Agent shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of LLC Parent, certifying compliance with the requirements of preceding clause (A); provided , further , that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“ U.S. Lender ”: as defined in Section 2.16(e).

“ Ventas ”: Ventas, Inc., a Delaware corporation.

“ Ventas Guaranty ”: that certain Guaranty, dated December 1, 2010, by and from the Genesis Borrower with respect to the master lease agreement entered into with certain affiliates of Ventas as landlord.

“ Voting Stock ”: Capital Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“ Weighted Average Life to Maturity ”: when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness being refinanced or any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “ Applicable Indebtedness ”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“ Wholly-Owned ”: as to any Person, a Subsidiary of such person all of the outstanding Capital Stock of which (other than director’s qualifying shares) are owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“ Withdrawal Liability ”: at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

1.2. Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Parent Companies, the Borrowers and their Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and (iii) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Section 7 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.” To the extent that any provision of this Agreement requires or tests compliance with (or with respect to) the Financial Condition Covenants prior to the date that such covenants are first tested, such provision shall be deemed to refer to the first covenant level set forth in each applicable Financial Condition Covenant.

(c) Unless otherwise specified herein, any calculation of the Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio, Consolidated Senior Secured Leverage Ratio and Minimum Liquidity shall be determined based on the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a) or (b), as applicable, prior to the applicable date of determination and subject to pro forma adjustments to the extent specified in any applicable provision.

(d) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Annex, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(e) The term “license” shall include sub-licenses.

(f) The term “lease” shall include sub-leases.

(g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1. Initial Commitments . (a) Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (a “ Loan ”) in Dollars to the Borrowers on the Closing Date in an amount not to exceed the amount of the Initial Commitment of such Lender. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower Agent and notified to the Administrative Agent in accordance with Sections 2.3 and 2.9.

(b) The Borrowers shall pay a closing fee equal to 6.00% (the “ Closing Fee ”) of the Loans outstanding on the Closing Date, which Closing Fee shall be payable to the Administrative Agent for the account of each Lender in accordance with its pro rata share as of and on the Closing Date and which Closing Fee may be paid as an additional upfront fee or original issue discount. Such Closing Fee shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.2. [Reserved] .

2.3. Procedure for Loan Borrowing . The Borrower Agent shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit A-1 hereto, (which notice must be received by the Administrative Agent not later than 3:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date or, in the case the Loans on the Closing Date shall be Eurodollar Loans, three Business Days prior to the anticipated Closing Date) requesting that the Lenders make the Loans on the Closing Date and specifying (i) the aggregate principal amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether such Loans being incurred are to be made as ABR Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period applicable thereto and (iv) the appropriate Borrower or Borrowers. Upon receipt of such borrowing notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 10:00 A.M., New York City time, on the Closing Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Loan or Loans to be made by such Lender.

2.4. Repayment of Loans . The Loan of each Lender shall be payable in equal consecutive quarterly installments, commencing on December 31, 2012, on the last Business Day of each of December, March, June and September following the Closing Date, as indicated below (as adjusted to reflect any prepayments thereof in accordance with Section 2.14(h)):

Date of Payment	Amount of Loan Payment
December 31, 2012	$	2,708,333.33
March 31, 2013	$	4,062,500
June 30, 2013	$	4,062,500
September 30, 2013	$	4,062,500
December 31, 2013	$	4,062,500
March 31, 2014	$	4,062,500
June 30, 2014	$	4,062,500
September 30, 2014	$	4,062,500
December 31, 2014	$	4,062,500
March 31, 2015	$	4,062,500
June 30, 201 5	$	4,062,500
September 30, 201 5	$	4,062,500
December 31, 201 5	$	4,062,500
March 31, 201 6	$	4,062,500
June 30, 201 6	$	4,062,500
September 30, 201 6	$	4,062,500
December 31, 201 6	$	4,062,500
March 31, 201 7	$	4,062,500
June 30, 201 7	$	4,062,500
September 30, 201 7	$	4,062,500
Maturity Date	$	245,104,166.67

2.5. Repayment of Loans . (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender the principal amount of each outstanding Loan of such Lender made to the Borrowers in installments according to the amortization schedule set forth in Section 2.4 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrowers from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.11.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) (i) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register pursuant to Section 10.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (A) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (B) the amount of any principal, interest and fees, as applicable, due and payable or to become due and payable from the Borrowers to each Lender hereunder and (C) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.5(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded (absent manifest error); provided , however , that the failure of the Administrative Agent or any Lender to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender or the other obligations of the Borrowers to such Lender in accordance with the terms of this Agreement.

(e) Any Lender may request that the Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit I . Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.6. Fees, etc . Each Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements.

2.7. Optional Prepayments . (a) The Borrowers may at any time prepay the Loans, in whole or in part, subject to Section 2.14(i), but otherwise without premium or penalty, upon irrevocable notice (provided that such notice may be conditioned on receiving proceeds of any refinancing or Disposition) in substantially the form of Exhibit H hereto delivered to the Administrative Agent no later than 3:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 3:00 P.M., New York City time, one Business Day prior to, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment, and (ii) whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and

payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, and shall be subject to the provisions of Section 2.14.

(b) Amounts to be applied in connection with prepayments pursuant to this Section shall be applied to the Obligations in accordance with Section 2.14. Each prepayment of Loans under this Section shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

2.8. Mandatory Prepayments . (a) If any Indebtedness (other than any Indebtedness permitted to be incurred in accordance with Section 7.1 or Section 7.10 ) shall be incurred by the Parent Companies , the Borrowers or any of the Restricted Subsidiaries, the Borrowers shall pay an amount equal to 100% of the Net Cash Proceeds of such Indebtedness within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14.

(b) If on any date any of the Parent Companies , the Borrowers or any of the Restricted Subsidiaries shall for its own account receive Net Cash Proceeds from any Asset Sale (other than any Asset Sale that is of ABL Priority Collateral (as defined in the Intercreditor Agreement)) in excess of an aggregate amount of $5,000,000 per fiscal year or any Recovery Event (other than any Recovery Event that is of ABL Priority Collateral (as defined in the Intercreditor Agreement)) in excess of an aggregate amount of $5,000,000 per fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrowers shall pay an amount equal to 100% of such Net Cash Proceeds within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14; provided that notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14 and (ii) on the date (the “ Trigger Date ”) that is 180 days after any such Reinvestment Prepayment Date, an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14.

(c) If, for any fiscal year of the Borrowers commencing with the fiscal year ending December 31, 2013, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date thereafter, pay an amount equal to the Excess Cash Flow Percentage of such Excess Cash Flow to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14. Each such payment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than five Business Days after the date financial statements are required to be delivered pursuant to Section 5.1(b).

(d) Amounts to be applied in connection with prepayments pursuant to Section 2.8 shall be applied to the Obligations in accordance with Section 2.14.

2.9. Conversion and Continuation Options . (a) The Borrower Agent may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 12:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date; provided that if any Eurodollar Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17. The Borrower Agent may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later

than 12:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such by the Borrowers giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 and no later than 12:00 P.M., New York City time, on the third Business Day preceding the proposed continuation date, of the length of the next Interest Period to be applicable to such Loans; provided that if any Eurodollar Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17 and; provided , further , that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, in which case, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and; provided , further , that if the Borrower Agent shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurodollar Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.10. Minimum Amounts and Maximum Number of Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal amount of Eurodollar Loans comprising each tranche of Eurodollar Loans shall be equal to a minimum of $1,000,000 or a whole multiple of $100,000 in excess thereof and (b) no more than 10 tranches of Eurodollar Loans shall be outstanding at any one time.

2.11. Interest Rates and Payment Dates . (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) If (i) all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise) or (ii) all or a portion of any interest payable on any Loan or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable by the Borrowers in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.12. Computations of Interest and Fees . (a) All computations of interest and of fees shall be made by the Applicable Agent on the basis of a year of 360 days and, in the case of ABR Loans 365/366 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or ABR in accordance with the definitions of “Eurodollar Rate” and “ABR”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

(b) The Administrative Agent shall as soon as practicable notify the Borrower Agent and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Agent and the relevant Lenders of the effective date and the amount of each such change in interest rate. The Administrative Agent shall, at the request of the Borrower Agent, deliver to the Borrower Agent a statement showing the quotations used by the Administrative Agent in determining any interest rate or fee pursuant to Section 2.11(a) and Section 2.11(b).

2.13. Inability to Determine Interest Rate . If prior to the first day of any Interest Period for any Eurodollar Loan:

(a) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Required Lenders that by reason of any changes arising after the date of this Agreement the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower Agent and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Agent have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.14. Pro Rata Treatment and Payments . (a) Each borrowing by the Borrowers from the Lenders hereunder and each payment by the Borrowers shall be made pro rata according to the respective Loan Percentages of the relevant Lenders in respect of each tranche of the Loans. Subject to Sections 2.21(d)(iv) and Section 2.22(b)(2), each payment (including prepayments) in respect of principal, interest or fees in respect of Loans shall be applied among tranches of Loans as directed by the Borrower Agent. Each payment (including prepayments) in respect of principal or interest in respect of any tranche of the Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders with respect to such tranche, pro rata according to the respective amounts then due and owing to such Lenders; provided , the provisions of this sentence shall not be construed to apply to any payment made pursuant to Sections 2.21 or 2.22 , or obtained by a Lender as

consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

(b) Payments . The Borrowers shall make each payment under any Loan Document not later than 2:00 P.M., New York City time, on the day when due to the Administrative Agent by wire transfer to the following account (or at such other account or by such other means to such other address as Administrative Agent shall have notified the Borrower Agent in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

In the case of the Administrative Agent:

Bank Name: Barclays Bank PLC

Address: 70 Hudson Street
Jersey City, NJ 07302

ABA #: 026 002 574

Account #: Clad Control Account

Account Name: 050-019104

(c) Payment Dates . If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d) Advancing Payments . (i) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be presumptively correct in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall give notice of such fact to the Borrower Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower Agent. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such

Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.

(ii) Unless the Administrative Agent shall have been notified in writing by the Borrower Agent prior to the date of any payment due to be made by the Borrowers hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

(e) Application of Voluntary Prepayments . Unless otherwise provided in this Section or elsewhere in any Loan Document, all payments and any other amounts received by an Administrative Agent from or for the benefit of the Borrowers shall be applied to repay the Obligations the Borrower Agent designates. Amounts repaid or prepaid pursuant to this clause (e) or clause (f) below on account of the Loans may not be reborrowed.

(f) Application of Mandatory Prepayments . Subject to the provisions of clause (g) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrowers to an Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (f) shall be applied: first , to repay the outstanding principal balance of the Loans until paid in full, and second , the excess (if any) shall be retained by the Borrowers.

(g) Application of Payments During an Event of Default . Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower Agent or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows:

first , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such;

second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them;

third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause third payable to them;

fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans and amounts owing with respect to Specified Hedge Agreements and Cash Management Documents in each case ratably based upon the respective aggregate amounts of all such Obligations owing in accordance with the respective amounts thereof then due and payable;

fifth , to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

finally , the balance, if any, after all Obligations have been paid in full, to the Borrowers or as otherwise required by Law.

(h) Application of Payments Generally . All repayments of any Loans shall be applied first , to repay such Loans outstanding as ABR Loans or Loans subject to a fixed rate of interest and then , to repay such Loans outstanding as Eurodollar Loans, with those Eurodollar Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. Each optional prepayment on account of principal of and interest on the Loans pursuant to Section 2.7 shall be applied to any installments thereof as the Borrowers shall determine. Each mandatory prepayment on account of principal of and interest on the Loans pursuant to (x) Section s 2.8 (a) and (c) shall be applied to the next succeeding scheduled installments of principal in direct order of maturity and (y) Section 2.8(b) shall be applied pro rata among the remaining scheduled installments of principal . If sufficient amounts are not available to pay in cash all outstanding Obligations described in any priority level set forth in this Section, the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding. While an Event of Default is continuing, any payments or prepayments received by Administrative Agent shall be applied under Section 2.14(g).

(i) Prepayment Premium . If any voluntary prepayment of principal of Loans is made pursuant to Section 2.7(a) (and, for the avoidance of doubt, not with respect to any mandatory prepayment of principal of Loans pursuant to Section 2.8), the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Lender with Loans that are so prepaid, or any Lender so replaced, a fee in an amount equal to (1) after the Closing Date and prior to and including the first anniversary of the Closing Date, the Make Whole Amount, (2) if after the first anniversary of the Closing Date and prior to and including the second anniversary of the Closing Date, 2.00% of the aggregate principal amount of the Loans prepaid and ( 3 ) if after the second anniversary of the Closing Date and prior to and including the third anniversary of the Closing Date, 1.00% of the aggregate principal amount of the Loans prepaid , in each case , along with any fees due and payable.

2.15. Requirements of Law . (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority first made, in each case, subsequent to the date hereof:

(i) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder;

Other Taxes) on or with respect to this Agreement, or any Loan made by it or any letter of credit or participation therein; or

(iii) shall impose on such Lender any other condition affecting this Agreement or Eurodollar Loans made by such Lender hereunder not otherwise contemplated hereunder (other than with respect to any Taxes);

and the result of any of the foregoing is to increase the cost to such Lender by an amount which such Lender reasonably deems in good faith to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower Agent (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or such Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made, in each case, subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such holding company’s capital or liquidity as a consequence of its obligations hereunder to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, after submission by such Lender to the Borrower Agent (with a copy to the Administrative Agent) of a reasonably detailed written request therefor (consistent with the detail provided by such Lender to similarly situated borrowers), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower Agent (with a copy to the Administrative Agent) with reasonable detail demonstrating how such amounts were derived shall be presumptively correct in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower Agent of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Obligations.

(d) Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented.

2.16. Taxes . (a) All payments made by or on behalf of the Borrowers or any Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority responsible for administering taxes, excluding (i) Taxes imposed on or measured by net income (however determined) and franchise Taxes (in lieu of net income Taxes) imposed on the Administrative Agent or any Lender as a result of a present, former or future connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) any branch profits Taxes imposed by the United States, (iii) any United States withholding Tax that (A) is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement or designates a new lending office (other than pursuant to a request by the Borrower Agent under Sections 2.19 or 2.20 of this Agreement), except to the extent that such Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to this Section or (B) or is attributable, in the case of a Non-U.S. Lender (as defined below), to such Non-U.S. Lender’s failure to comply with Section 2.16(d) or is attributable, in the case of a U.S. Lender (as defined below) to such U.S. Lender’s failure to comply with Section 2.16(e), and (iv) any United States withholding Tax imposed under FATCA (together the amounts described in clauses (i)-(iv) are the “ Excluded Taxes ”). If any such Taxes that are not Excluded Taxes (the “ Non-Excluded Taxes ”) or Other Taxes are required to be withheld from any amounts payable by or on behalf of the Borrowers or any Guarantor hereunder, the amounts payable by the Borrowers or such Guarantor shall be increased to the extent necessary to yield the Administrative Agent or such Lender (after deduction or withholding of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.

(b) The Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent, timely reimburse the Administrative Agent for payment of any Other Taxes.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrowers, as promptly as possible thereafter the Borrowers shall send to the Administrative Agent for the account of the Administrative Agent or the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof if such receipt is obtainable, or, if not, other reasonable evidence of payment satisfactory to the Administrative Agent.

(d) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “ Non-U.S. Lender ”) shall deliver to the Borrower Agent and the Administrative Agent (or, in the case of a Participant, to the Borrower Agent and to the Lender from which the related participation shall have been purchased) (i) two accurate and complete original, signed copies of IRS Form W-8ECI, W-8EXP, W-8BEN (claiming benefits under an applicable treaty) or W-8IMY (together with any applicable underlying forms), whichever is applicable, (ii) in the case of a Non-U.S. Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit F and two accurate and complete original, signed copies of IRS Form W-8BEN, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such Non-U.S. Lender. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S.

Lender. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(e) Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “ U.S. Lender ”) shall deliver to the Borrower Agent and the Administrative Agent two accurate and complete original, signed copies of IRS Form W-9, or any subsequent versions or successors to such form. Such forms shall be delivered by each U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such U.S. Lender.

(f) The Borrowers shall indemnify the Administrative Agent and any Lender, within 30 days after the written demand therefor, the full amount of any Non-Excluded Taxes or Other Taxes (including any Non-Excluded Taxes or Other Taxes imposed or asserted on amounts payable under this Section) payable or paid by the Administrative Agent or Lender whether or not such Taxes are correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such amount or liability delivered to the Borrower Agent by a Lender (with a copy to the Administrative Agent) or by the Administrative Agent on its behalf of on behalf of a Lender, shall be conclusive absent manifest error.

(g) If any Secured Party determines, in good faith, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section, it shall promptly pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or Lender be required to pay any amount to the Borrowers pursuant to this paragraph (g) the payment of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other Person.

(h) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph

(h). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Administrative Agent.

(i) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Agent and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower Agent or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Agent or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, FATCA shall include any amendments made to FATCA after the date of this Agreement.

(j) At or prior to the Closing Date (and from time to time thereafter upon the request of the Borrower Agent), the Administrative Agent will provide the Borrower Agent with an original United States Internal Revenue Service Form W-8IMY certifying on Part I and Part IV of such Form W-8IMY that it is a U.S. branch that has agreed to be treated as a U.S. person for United States federal withholding tax purposes with respect to payments received by it from the Borrower Agent. The Administrative Agent shall promptly notify the Borrowers at any time it determines that it is no longer in a position to provide the certification described in the prior sentence.

(k) The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

2.17. Indemnity . The Borrowers agree to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits, including the Applicable Margin) that such Lender may actually sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower Agent has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrowers in making any prepayment of or conversion from Eurodollar Loans after the Borrower Agent has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment, conversion or continuation of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. A reasonably detailed certificate as to (showing in reasonable detail the calculation of) any amounts payable pursuant to this Section submitted to the Borrower Agent by any Lender shall be presumptively correct in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Obligations.

2.18. Illegality . Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof, in each case, made after the date hereof, shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, such Lender shall promptly give notice thereof to the Administrative Agent and the Borrower Agent, and (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall be suspended during the period of such illegality and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law.

If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.17.

2.19. Mitigation of Costs; Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.15, 2.16(a), 2.17 or 2.18 with respect to such Lender, it will, if requested by the Borrower Agent, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that no such designation is made on terms that, in the sole judgment of such Lender, subject such Lender and its lending office(s) to any unreimbursed costs or are otherwise disadvantageous to such Lender and its lending office(s); provided , further , that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 2.15, 2.16(a) or 2.18.

2.20. Replacement of Lenders . The Borrowers shall be permitted to replace with a financial institution any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.15, 2.16 or 2.17 (to the extent a request made by a Lender pursuant to the operation of Section 2.17 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.18, (b) defaults in its obligation to make Loans hereunder, or (c) that has refused to consent to any waiver or amendment with respect to any Loan Document that requires the consent of each Lender directly affected thereby or of each Lender and has been consented to by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iii) the Borrowers shall be liable to such replaced Lender under Section 2.17 (as though Section 2.17 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 10.6(b), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6, (vi) the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution shall consent to such amendment or waiver and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.21. Incremental Loans . (a) At any time or from time to time after the Closing Date, the Borrower Agent may by written notice to the Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments which may be of the same tranche as such existing Loans (a “ Loan Increase ”) or a separate tranche of new term loans (collectively with any Loan Increase, the “ Incremental Commitments ”). Each Incremental Commitment shall be in an aggregate principal amount that is not less than $5,000,000 individually and in integral multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the Incremental Commitments shall not exceed, $75,000,000. Each such notice shall specify (A) the date (each, an “ Increased Amount Date ”) on which the Borrower Agent proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each existing Lender or other Person that is an Assignee (each, a “ New Lender ,” as applicable) to whom the Borrower Agent proposes any portion of such Incremental Commitments, be allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to

approach any existing Lenders to provide any Incremental Commitment), (y) the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent would be required under Section 10.6 for an assignment of Loans or Commitments to such Person and (z) any Affiliated Lender providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 10.6(c) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on or prior to such Increased Amount Date after giving effect to such Incremental Commitments; (2) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “ Incremental Joinder Agreement ”) executed and delivered by the Borrowers, the New Lender, and the Administrative Agent, or another form of incremental amendment, each of which shall be recorded in the Register; (3) the Borrowers shall be in pro forma compliance with the Financial Condition Covenants, and in any event, after giving effect to any acquisitions, Dispositions or repayments of Indebtedness during the relevant determination period or simultaneously with the borrowing of the Incremental Loans; (4) the Consolidated Senior Secured Leverage Ratio of the Borrowers and the Restricted Subsidiaries shall be less than 2.25 to 1.00 calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, (5) the Borrowers shall pay, or cause to be paid, all fees and expenses owing in respect of such Incremental Loans to the Administrative Agent, the Collateral Agent and the Lenders, (6) the representations and warranties of the Parent Companies , the Borrower s and their respective Subsidiaries set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified as to materiality, in all respects) on and as of such Increased Amount Date as if made on and as of such date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date) and (7) the Administrative Agent shall have received such legal opinions and other documents reasonably requested by the Administrative Agent in connection therewith.

(b) Any Incremental Loans effected through the establishment of one or more new Loans made on an Increased Amount Date shall be designated a separate tranche of Incremental Loans, for all purposes of this Agreement. On any Increased Amount Date on which Incremental Commitments of any tranche are effected (including through any Loan Increase), subject to the satisfaction of the foregoing terms and conditions, (i) each New Lender of such tranche shall make a Loan to the Borrowers (a “ Incremental Loan ”) in an amount equal to its Incremental Commitment of such tranche, and (ii) each New Lender of such tranche shall become a Lender hereunder with respect to the Incremental Commitment of such tranche and the Incremental Loans of such tranche made pursuant thereto. Notwithstanding the foregoing, Incremental Loans may have identical terms to the Loans and be treated as the same tranche as the Loans.

(c) The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower Agent’s notice of each Increased Amount Date and in respect thereof the tranche of Incremental Commitments and the New Lenders of such tranche.

(b) The terms, provisions and documentation of the Incremental Loans and Incremental Commitments, as the case may be, of any tranche shall be as agreed between the Borrowers and the New Lenders, providing such Incremental Loans and Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Loans, shall be reasonably satisfactory to Administrative Agent. In any event:

(i) the Weighted Average Life to Maturity of all Incremental Loans of any tranche shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Loans on the date of incurrence of such Incremental Loans;

(ii) the final maturity date of any tranche of the Incremental Loans shall be no earlier than the original Maturity Date;

(iii) in the case of a Loan Increase, any Incremental Loans shall be on the same terms and pursuant to the same documentation as the Loans increased thereby;

(iv) the Incremental Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Loans hereunder, as specified in the applicable Incremental Joinder Agreement;

(v) with regards to any Incremental Loan, if the All-in Yield relating to such Incremental Loan exceeds the All-in Yield of the initial Facility by more than 50 basis points, the All-in Yield relating to the initial Facility shall be adjusted to be equal to the All-in Yield relating to such Incremental Loan minus 50 basis points; provided , that in determining such All-in Yield, any amendments to the applicable margin on the initial Facility that became effective subsequent to the Closing Date but prior to the time of such Incremental Loan shall also be included in such calculations; and

(vi) the Incremental Loans will rank either pari passu with, or junior to, the existing Loans in right of payment (and to the extent subordinated in right of payment or security, shall be subject to subordination and intercreditor agreements reasonably satisfactory to the Administrative Agent) and the liens securing the Incremental Loans will rank pari passu with, or junior to, the liens securing the existing Loans.

(d) Each Incremental Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers to effect the provisions of this Section, and for the avoidance of doubt, this Section shall supersede any provisions in Section 10.7 or 10.1 to the contrary.

(e) The Loans and Commitments extended or established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantee Obligations and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the extension or establishment of any such Loans or any such Commitments.

2.22. Extensions of Loans and Commitments . (a) Notwithstanding anything to the contrary in this Agreement, the Borrower Agent may request that the Lenders extend the maturity of their Loans, to a date to be agreed by the Extending Lenders. In order to exercise such right, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders) (the “ Extension Request ”).

(b) The Borrowers may provide an Extension Request to the Administrative Agent no more than 120, and no fewer than 45, days prior to the then effective Maturity Date. The Extension

Request shall set f orth the proposed terms of any Extended Lender Loans to be established, which terms shall be identical to those applicable to the tranche from which they are to be extended (such non-extended Loans, the “ Non-Extended Loans ”, and collectively, the “ Non-Extended Lender Loans ”) except (x) the maturity date of any Extended Lender Loan shall be at least one year later than the Maturity Date, (y) additional fees, premiums and different interest rates may be payable to the Lenders providing any Extended Lender Loans and (z) Extended Lender Loans may be subject to covenants or other provisions applicable only to periods after the Maturity Date; provided that, notwithstanding anything to the contrary in this Section or otherwise in this Agreement, (1) no Extended Lender Loans shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the applicable Non-Extended Lender Loans; (2) the repayment (other than in connection with a permanent repayment), the mandatory prepayment of any Loans applicable to any Extended Lender Loan of any tranche shall be made on a pro rata basis with all other outstanding Loans (including all Extended Lender Loans) of such tranche ( provided that Extended Lender Loans may, if the Extending Lenders making or committing to any such Extended Lender Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reduction hereunder); (3) no Extended Lender Loans may be optionally prepaid prior to the date on which the related Non-Extended Loans are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the related Non-Extended Loans; (4) each Lender holding Loans of any tranche shall be permitted to participate in the related tranche of Extended Lender Loans in accordance with its pro rata share of the Loans of such tranche; (5) no Default shall exist on the Extension Date before or after giving effect to any Extended Lender Loans; and (6) Extended Lender Loans shall be treated as a separate tranche from Non-Extended Loans. No Lender shall have any obligation to convert any Non-Extended Lender Loans held by it into Extended Lender Loans pursuant to the Extension Request.

(c) The Borrowers shall provide the Extension Request at least 10 Business Days prior to the date on which Lenders under the applicable tranche of Loans are requested to respond. Any Lender (an “ Extending Lender ”) wishing to have all or a portion of its Loans converted into Extended Lender Loans pursuant thereto shall notify the Administrative Agent (an “ Extension Election ”) on or prior to the date specified in such Extension Request of the amount of its applicable Loans that it has elected to convert into Extended Lender Loans. In the event that the aggregate amount of Loans subject to Extension Elections exceeds the amount of Extended Lender Loans requested pursuant to the Extension Request, Loans shall be converted to Extended Lender Loans on a pro rata basis. The Borrowers shall have the right to seek and accept Extended Lender Loans from (i) Lenders and/or (ii) third party financial institutions that are not then Lenders (each a “ New Extending Lender ”), in each case in an amount equal to the amount of the Loans of any Lender that declines to become an Extending Lender (a “ Declining Lender ”); provided that each Lender shall have the right to increase its Loans up to the amount of the Declining Lenders’ Loans before the Borrowers will be permitted to replace a New Extending Lender for any Declining Lender. Each replacement of a New Extending Lender for a Declining Lender shall be effected in accordance with Section 2.20. Each New Extending Lender under the Facility shall be subject to the prior written approval of the Administrative Agent to the extent such approval is required pursuant to Section 10.6. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to extend any of its Commitments and any election to do so shall be in the sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date five (5) Business Days prior to the date on which the Borrower Agent proposes that the Extended Lender Loans shall be effective (which such date shall be at least 15 Business Days after the date the Borrower Agent has provided the applicable Extension Request) shall be deemed to have declined to extend its Commitments .

(d) Loans whose maturity is extended pursuant to this Section are referred to as “ Extended Lender Loans ”.

(e) Extended Lender Loans shall be established pursuant to an amendment (the “ Extension Amendment ”) to this Agreement (which may include the amendments to provisions related to maturity, interest margins, fees or prepayments referenced in Section 2.22(b)) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary set forth in Section 10.1, no Extension Amendment shall require the consent of any Lender other than the Extending Lenders with respect to the Extended Lender Loans established thereby. In connection with the Extension Amendment, the Guarantors shall reaffirm their respective obligations under the Guarantee and Collateral Agreement pursuant to an agreement reasonably satisfactory to the Administrative Agent and the Borrowers shall, if requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of the Extension Amendment, this Agreement as amended thereby, the reaffirmation of the Guarantee and Collateral Agreement and such of the other Loan Documents (if any) as may be amended thereby. In addition, the Extension Amendment shall contain a representation and warranty by the Parent Companies and the Borrowers that the representations and warranties of (i) the Parent Companies and the Borrowers contained in Section 3 and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith are true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date of such Extension Amendment, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. This Section shall supersede any provisions in Section 10.1 or Section 10.7 to the contrary. Following the execution of the Extension Amendment, the Administrative Agent shall notify the Lenders of the Facility that has been extended pursuant to this Section.

(f) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any tranche of Loans are converted to extend the scheduled maturity date in accordance with this Section (the “ Extension Date ”), the aggregate principal amount of Loans of such tranche of each Extending Lender shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Lender Loans relating to such tranche so converted by such Lender on such date.

2.23. Borrower Agent . Each Borrower hereby designates the Genesis Borrower (the “ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent and the Lenders. The Borrower Agent hereby accepts such appointment. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing and Conversion/Continuation Notice) delivered by the Borrower Agent on behalf of any Borrower. The Administrative Agent may give any notice or communication with a Borrower hereunder to the Borrower Agent on behalf of such Borrower. The Administrative Agent shall have the right, in its discretion, to deal exclusively with the Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon and enforceable against it.

2.24. Nature and Extent of Each Borrower’s Liability . (a) Each Borrower agrees that it is jointly and severally liable for the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. The Loans constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by a Lien upon all Collateral; provided , however , that each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

(b) Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Loan Party, howsoever arising, to the satisfaction in full of all Obligations (other than contingent indemnification obligations not yet due and payable).

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to make the Loans, the Parent Companies and each Borrower hereby jointly represents and warrants (as to itself and each of its Subsidiaries) to the Agents and each Lender, which representations and warranties shall be deemed made on the Closing Date (immediately after giving effect to the Transactions) and on the date of each borrowing of Loans hereunder, that:

3.1. Corporate Existence; Compliance with Law . (a) Except as set forth on Schedule 3.1(a) , each Loan Party and each of its Restricted Subsidiaries (i) is duly and solely organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing w ould not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under a Lease or sublease , as applicable, and to conduct its business as now or currently proposed to be conducted, except where the failure to do so w ould not reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with all applicable Requirements of Law and Healthcare Laws, except where the failure to be in compliance w ould not reasonably be expected to have a Material Adverse Effect, and (v) has all necessary Permits and Primary Licenses from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits and Primary Licenses, make such filings or give such notices, in the aggregate, c ould not reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth on Schedule 3.1(b) , each Healthcare Facility (i) is being operated as an assisted living, skilled nursing or independent living facility, as set forth on Schedule 3.1(b) , (ii) is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and (iii) is in compliance with all applicable Requirements of Law and Healthcare Laws (giving effect to any waivers thereof currently in place), including all Primary Licenses, except, in each case, where the failure to be in conformance or compliance w ould not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, each Healthcare Facility has a provider agreement that is in full force and effect under Medicare and/or Medicaid, except where the failure to do so would be limited to one or more Healthcare Facilities accounting in the aggregate for less than 5% of Consolidated EBITDAR of the Genesis Borrower. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Third-Party Payor Program , to which any Loan Party or any Restricted Subsidiary may presently be subject, except as c ould not reasonably be expected to have a Material Adverse Effect.

(c) Except as set forth on Schedule 3.1(c) , all Primary Licenses necessary for using and operating the Healthcare Facilities for the uses described in clause (b), above, are either held by the Loan Parties or the Subsidiaries, or in the name of the applicable Loan Party or Subsidiary, as required under applicable Requirements of Law, and are in full force and effect, unless failure to have same could not reasonably be expected to have a Material Adverse Effect.

(d) To the Loan Parties’ knowledge, with respect to any Healthcare Facility, there are no proceedings by any Governmental Authority or notices thereof that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on the Loan Parties’ or the Subsidiaries’ ability to accept and/or retain patients or residents or operate such Healthcare Facility for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to the Loan Parties’ or the Subsidiaries’ ability to accept and/or retain patients or residents or operate such Healthcare Facility, reimbursement for which is provided under Medicare or Medicaid, except to the extent that the same could not be reasonably likely to have an adverse impact on one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Permits or Primary Licenses, other than a transfer of such Permit or Primary License to a new location or to any Loan Party if such Permit or Primary License is not already held by such Loan Party, except to the extent same would not be reasonably likely to have a Material Adverse Effect, or (iii) to affect any Loan Party’s or Subsidiary’s continued participation in the applicable Third-Party Payor Programs, or any successor programs thereto, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to any Loan Party’s or Subsidiary’s continued participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower.

(e) With respect to any Healthcare Facility, except as set forth on Schedule 3.1(e ), no Healthcare Facility currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Healthcare Facility, any Loan Party, any Subsidiary or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority, and there have been no violations threatened in writing against any Healthcare Facility’s, or any Loan Party’s or any Subsidiary’s certification for participation in applicable Third-Party Payor Programs that remain open or unanswered except to the extent same c ould not reasonably be expected to have a Material Adverse Effect and, with respect to any Healthcare Facility’s or any Loan Party’s certificate for participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower.

(f) With respect to any Healthcare Facility, (i) there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Healthcare Facility and (ii) to the Loan Parties’ knowledge, there are no years that are subject to an open audit in respect of any Third-Party Payor Program, other than customary audit rights pursuant to an Approved Insurer’s program, which, in the case of clauses (i) and (ii), could reasonably be expected to have a Material Adverse Effect and, with respect to any such open audit in respect of Medicare or Medicaid (other than customary audit rights pursuant to Medicare or Medicaid), could reasonably be expected to adversely affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower. No Loan Party nor any Subsidiary (i) has received federal funds authorized under the Hill-Burton Act (42 U.S.C. 291, et seq. ), as it may be amended or (ii) is a participant in any federal or state program whereby any governmental agency may have the right to recover funds by reason of the advance of federal or state funds.

3.2. Loan Documents and Lease Consent and Amendment Agreements . (a) The execution, delivery and performance by each Loan Party of the Loan Documents and Lease Consent and

Amendment Agreements to which it is a party and the consummation of the other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party’s organizational or governing documents, (B) violate any applicable Requirement of Law in any material respect, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation (including the Material Master Leases) of any Loan Party or any of their Restricted Subsidiaries other than those that (x) have been permanently waived or consented to in writing by the applicable counterparty or (y) would not, in the aggregate, have a Material Adverse Effect or (D) result in the imposition of any Lien (other than a Lien permitted by Section 7.2) upon any property of any Loan Party or any of their Restricted Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents, (B) those listed on Schedule 3.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or, upon request, will be, prior to the Closing Date, made available or delivered to the Administrative Agent, and each of which on the Closing Date, will be in full force and effect, and (C) those which the failure to obtain would not result in a Material Adverse Effect. The Material Master Leases are valid, binding and enforceable according to their terms.

(b) From and after its delivery to the Administrative Agent, each Loan Document that has been duly executed and delivered to the other parties thereto by each Loan Party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally.

3.3. Financial Statements . (a) The Audited Financial Statements with respect to LLC Parent, and, to LLC Parent’s knowledge, the Audited Financial Statements with respect to the Sun Borrower (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein ; and (ii) fairly present in all material respects the financial condition of LLC Parent and its Subsidiaries or the Sun Borrower and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(b) The unaudited C onsolidated balance sheets with respect to the LLC Parent dated March 31, 2012 and June 30, 2012, and, to Parent’s knowledge, the unaudited C onsolidated balance sheets with respect to the Sun Borrower dated March 31, 2012 and June 30, 2012, and the related C onsolidated statements of income or operations and cash flows for the fiscal quarter ended on that date, in each case, (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present in all material respects the financial condition of LLC Parent and its Subsidiaries or the Sun Borrower and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. Schedule 3.3 sets forth all M aterial Indebtedness of LLC Parent and its C onsolidated Subsidiaries and the Acquired Business and its C onsolidated Subsidiaries as of the date of such financial statements.

respects the C onsolidated pro forma financial condition of LLC Parent and its Subsidiaries as at such date and the C onsolidated pro forma results of operations of LLC Parent and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactions, all in accordance with GAAP.

(d) The annual business plan and the C onsolidated forecasted projections of LLC Parent and its Subsidiaries were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

3.4. Material Adverse Effect . Since December 31, 2011, there has been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

3.5. Solvency . Both before and after giving effect to (a) the disbursement of the proceeds of such Loans, (b) the consummation of the Transactions and (c) the payment and accrual of all transaction costs in connection with the foregoing and any contribution and indemnification between such Person, the Parent Companies , the Borrowers and the Restricted Subsidiaries, on a C onsolidated basis, are Solvent.

3.6. Litigation . Except as disclosed on Schedule 3.6, there are no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Loan Parties or any Restricted Subsidiary with, by or before any Governmental Authority other than those that could not reasonably be expected to, in the aggregate, have a Material Adverse Effect.

3.7. Taxes . Except as set forth on Schedule 3.7 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Loan Party or any Restricted Subsidiary have been filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party or any Restricted Subsidiary in accordance with GAAP. Other than as set forth on Schedule 3.7 , no material Tax Return is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has been given or made by any Governmental Authority. Except as set forth on Schedule 3.7 , or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party or any Restricted Subsidiary from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

3.8. Margin Regulations . No Loan Party is engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Board.

3.9. No Burdensome Obligations; No Defaults . No Loan Party nor any Restricted Subsidiary is a party to any Contractual Obligation, no Loan Party nor any Restricted Subsidiary has organizational or governing documents containing obligations, and, to the knowledge of the Loan Parties, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Loan Party nor any Restricted Subsidiary (and, to the knowledge of each Loan Party, no other party thereto) is in default under or with respect to any Contractual Obligation of any Loan Party or any Restricted Subsidiary, other than those that would not, in the aggregate, have a Material Adverse Effect.

3.10. Investment Company Act . No Loan Party nor any Restricted Subsidiary 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.

3.11. Labor Matters . There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Loan Party, threatened) against or involving any Loan Party or any Restricted Subsidiary, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 3.11 , as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Loan Party or any Restricted Subsidiary and (c) no such representative has sought certification or recognition with respect to any employee of any Loan Party or any Restricted Subsidiary.

3.12. ERISA . (a) Schedule 3.12(a) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (i) all Title IV Plans and (ii) all Multiemployer Plans. Each Benefit Plan and Multiemployer Plan , and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or (to the knowledge of any Loan Party) investigation involving any Benefit Plan and, to the knowledge of any Loan Party, Multiemployer Plan, to which any Loan Party or any Restricted Subsidiary incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. Except for such liabilities that would not, in the aggregate, have a Material Adverse Effect, no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal, as of the Closing Date, from any Multiemployer Plan.

(b) Schedule 3.12( b ) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies all Foreign Pension Plans. Each Foreign Pension Plan, and each trust

thereunder, intended to qualify for tax exempt status under any Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan. No Loan Party has engaged in a transaction which would subject any Loan Party, directly or indirectly, to a tax or civil penalty that could reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans will not result in liability of the Borrower that could reasonably be expected to result in a Material Adverse Effect.

3.13. Environmental Matters . Except for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, (i) the operations of each Loan Party and each Restricted Subsidiary are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (ii) no Loan Party nor any Restricted Subsidiary is subject to or has received written notice of any Environmental Claim, or to its knowledge been threatened with any potential Environmental Claim, excluding any Environmental Claim which has been fully resolved with no further obligations on the part of said Loan Party or Restricted Subsidiary, (iii) no Loan Party or Restricted Subsidiary has received notice from a Governmental Authority that a Lien in favor of such Governmental Authority has attached to any Property of any Loan Party or Restricted Subsidiary, securing, in whole or part, Environmental Liabilities, (iv) there has been no Release, or to the knowledge of any Loan Party, threatened Release, on, under or migrating to or from any real property currently, or to the knowledge of any Loan Party, formerly, owned, leased, subleased, operated, or otherwise occupied by any Loan Party or any Restricted Subsidiary that is likely to result in any Loan Party or Restricted Subsidiary incurring Environmental Liabilities, and (v) to the knowledge of any Loan Party, there are no facts, circumstances or conditions arising out of or relating to the operations of any Loan Party or any Restricted Subsidiary or real property currently or, to the knowledge of any Loan Party, formerly owned, leased, subleased, operated or otherwise occupied by or for any Loan Party or any Restricted Subsidiary that would be reasonably expected to result in any Loan Party or any Restricted Subsidiary incurring Environmental Liabilities.

3.14. Intellectual Property . To the knowledge of each Loan Party, except as could not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, (a) each Loan Party and each Restricted Subsidiary owns or licenses all Intellectual Property that is necessary for the operations of its businesses, (b) the conduct and operations of the businesses of each Loan Party and each Restricted Subsidiary does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (c) no other Person has contested any right, title or interest of any Loan Party or any Restricted Subsidiary in or to any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein. Except for matters which are not reasonably expected to, in the aggregate, have a Material Adverse Effect, there are ( x ) no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Loan Party or any Restricted Subsidiary, ( y ) no judgment or order rendered by any competent Governmental Authority, and ( z ) no settlement agreement or similar Contractual Obligation entered into by any Loan Party or any Restricted Subsidiary, in each case, with respect to Intellectual Property owned by any Loan Party or any Restricted Subsidiary and/or based on a claim of infringement, misappropriation, dilution, violation or impairment or contest of Intellectual Property owned by a third party , and no Loan Party knows of any valid bases for any such claim.

3.15. Title; Real Property . (a) Set forth on Schedule 3.15 is, as of the Closing Date, (i) a complete and accurate list of all material Healthcare Facilities and other material real property in which any Loan Party and any Restricted Subsidiary owns a leasehold, joint venture or other interest setting forth, for each such real property, the current street address (including, where applicable, county/city, state and other relevant jurisdictions), the record owner thereof, the interest of the Loan Parties and the Restricted Subsidiaries in such real property and, where applicable, each landlord, lessee and sublessee thereof, and (ii) each Contractual Obligation made by a Loan Party or a Restricted Subsidiary, whether contingent or otherwise, to Dispose of such real property on or after the date hereof.

(b) Each Loan Party and each Restricted Subsidiary has good and marketable , valid , and binding and enforceable leasehold interests in all leased real property that is purported to be leased by it as set forth on Schedule 3.15 and owns or leases all of its personal property (other than Intellectual Property) regardless of the location of such personal property , in each case, free and clear of all Liens other than Liens permitted under Section 7.2 (other than Section 7.2(c)) and such real property and personal property constitutes all property (other than Intellectual Property) necessary to conduct the business as currently conducted.

3.16. Full Disclosure . The information (other than projections and statements of a general economic or general industry nature) prepared or furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with any Loan Document or any other transaction contemplated therein (in each case, as modified or supplemented by other information so furnished), taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not materially misleading, when considered in their entirety; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.

3.17. Patriot Act; OFAC . (a) To the extent applicable, each Loan Party and its Subsidiaries are in compliance in all material respects with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

(b) No Loan Party or any of its Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent or joint venture thereof (or director or officer of such direct and indirect parent or joint venture), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

3.18. No Default . No Default or Event or Default has occurred and is continuing.

3.19. Use of Proceeds . The Borrowers shall use the proceeds (i) to finance the Acquisition; (ii) to finance the Refinancing; (iii) to pay all related fees and expenses associated with the foregoing and (iv) for working capital and general corporate purposes.

3.20. Insurance . Schedule 3.20 sets forth, as of the Closing Date, a true, complete and correct description of all insurance maintained by each Loan Party for itself or for the Restricted Subsidiaries as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid. As of the date hereof, the Loan Parties and the Restricted Subsidiaries have insurance in such amounts and covering such risks and liabilities as is customary with companies in the same or similar businesses operating in the same or similar locations.

3.21. Reportable Transactions . Neither the Borrower nor any of its Restricted Subsidiaries expects to identify one or more of the Loans under this Agreement as a “reportable transaction” on IRS Form 8886 filed with the U.S. Tax Returns for purposes of Section 6011, 6111 or 6112 of the Code or the Treasury regulations promulgated thereunder.

3.22. Security Documents . (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal and valid security interest (with the priority specified in the Intercreditor Agreement) in the Collateral as provided in the Guarantee and Collateral Agreement described therein (including any proceeds of any item of Collateral) , subject to no Liens other than Permitted Liens . In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.22(a) (which financing statements have been duly completed and delivered to the Collateral Agent), recordation of the security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office or the Copyright Office , and such other filings as are specified on Schedule 3.22(a) are made, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (solely to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 3.22(a) , the recordation of the security interest of the Collateral Agent on behalf of the Secured Parties in the United States Patent and Trademark Office and the other filings specified on Schedule 3.22(a) , and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.2).

(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.10(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal and valid Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrowers, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.2).

SECTION 4. CONDITIONS PRECEDENT

The obligation of each Lender to make the Loans on the Closing Date is subject to the satisfaction (or waiver) of each of the following conditions precedent on or prior to the Commitment Termination Date:

(a) Credit Agreement . The Administrative Agent shall have received this Agreement, executed and delivered by the Administrative Agent, the Parent Companies, the Borrowers and each Lender whose name appears on the signature pages hereof (or, with respect to each Person which shall be a Lender as of the Closing Date, a duly completed, executed and delivered Lender Addendum).

(b) Security Documents . The Administrative Agent shall have received (i) the Guarantee and Collateral Agreement, executed and delivered by the parties thereto, (ii) the Intercreditor Agreement, executed and delivered by the parties thereto and (iii) the Master Lease Intercreditor Agreements, executed and delivered by the parties thereto, in form reasonably satisfactory to the Administrative Agent and on terms consistent with those provided in each Lease Consent and Amendment Agreement, as applicable.

(c) ABL Loan Documents . Prior to or substantially simultaneously with the making of Loans on the Closing Date, (x) the Administrative Agent shall be reasonably satisfied with the terms and conditions of the ABL Credit Agreement, (y) all conditions to the closing of the ABL Credit Agreement shall have been satisfied or waived and (z) LLC Parent and its Subsidiaries shall have Liquidity, after giving effect to borrowings and letters of credit made or issued on or prior to the Closing Date, of at least $100,000,000.

(d) Consummation of the Refinancing; Extinguishment of Liens . On or prior to the Closing Date and concurrently with the incurrence of the Loans, Indebtedness under the Existing Sun Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon and all commitments thereunder shall have been terminated and all liens securing the obligations under the Existing Sun Credit Agreement shall have been terminated (or arrangements reasonably satisfactory to the Administrative Agent for such termination shall have been made). The Parent Companies , the Borrower and its Restricted Subsidiaries shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than under the Facility and the other Indebtedness permitted by Sections 7.1(a), (f), (j) and (k).

(e) Solvency Certificate . The Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of LLC Parent , substantially in the form of Exhibit G hereto.

(f) Lien Searches . The Collateral Agent shall have received the results of a recent lien search in each of the jurisdictions in which UCC financing statements will be made to evidence or perfect security interests in the assets of the Loan Parties that form part of the Collateral, and such search shall reveal no Liens on any of the assets of the Loan Parties, except for Liens permitted by Section 7.2 or Liens to be discharged on or prior to the Closing Date.

(g) Closing Certificate . The Administrative Agent shall have received a certificate of each of the Parent Companies , the Borrowers and each Subsidiary Guarantor dated the Closing Date, substantially in the form of Exhibit D , with appropriate insertions and attachments.

(h) Insurance Certificates . The Borrowers shall have used commercially reasonable efforts to deliver to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent from the Borrowers’ insurance broker demonstrating that the insurance required to be maintained by Section 6.5 are in full force and effect, together with endorsements naming the Collateral Agent, on behalf of the Secured Parties, as additional insured or loss payee thereunder to the extent required by such Section 6.5 .

(i) Financial Statements . The Administrative Agent shall have received (i) audited C onsolidated balance sheets of LLC Parent and the Sun Borrower, respectively, and the related statements of income, changes in equity and cash flows of LLC Parent and the Sun Borrower, respectively, for the three most recently completed fiscal years , (x) in the case of LLC Parent, ended at least 90 days before the Closing Date and (y) in the case of the Sun Borrower, ended at least 75 days before the Closing Date and (ii) unaudited C onsolidated balance sheets and related statements of income, changes in equity and cash flows of LLC Parent and the Sun Borrower, respectively, for each subsequent fiscal quarter after December 31, 20 11, (x) in the case of LLC Parent, ended at least 45 days before the Closing Date and (y) in the case of the Sun Borrower, end ed at least 40 days before the Closing Date.

(j) Pro Forma Financial Statements . T he Administrative Agent shall have received a pro forma C onsolidated balance sheet and related pro forma C onsolidated statement of income of the Parent Companies, the Borrowers and their respective Restricted Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

(k) Consummation of the Acquisition . The Administrative Agent shall be satisfied that (i) the Acquisition shall have been consummated in material compliance with the terms and provisions of the Acquisition Agreement and (ii) the terms and conditions of the Acquisition Agreement shall not have been amended or waived, and no consent shall have been given without the approval of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (other than amendments, waivers, modifications and consents to such terms that are not materially adverse to the Lenders).

(l) Legal Opinions . The Administrative Agent shall have received an executed legal opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan Parties, (ii) Williams Mullen, Maryland, North Carolina and Virginia counsel to the Loan Parties, (iii) Dinsmore & Shohl LLP, New Jersey, Pennsylvania and West Virginia counsel to the Loan Parties, (iv) Hinkley, Allen & Snyder LLP, Connecticut counsel to the Loan Parties and (v) Miles & Peters, P.C., Colorado counsel to the Loan Parties, in each case, covering such customary matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require and in form and substance reasonably satisfactory to the Administrative Agent.

(m) Pledged Stock; Stock Powers; Pledged Notes . The Collateral Agent shall have received (i) the certificates representing the shares, if any, of Capital Stock of each Parent Company (other than LLC Parent) and each Borrower and (to the extent required by the terms of the Guarantee and Collateral Agreement) each of the Borrowers’ Subsidiaries pledged to the Collateral Agent pursuant to (and, in the case of the Capital Stock of any Foreign Subsidiary, subject to the limitations of) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) required to be pledged to the Collateral Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(n) Filings, Registrations and Recordings . Each document (including, without limitation, any UCC financing statement) required by the Security Documents to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties, a Lien (with the priority specified in the Intercreditor Agreements) on the Collateral described therein (subject to

Liens permitted by Section 7.2), shall have been delivered to the Collateral Agent in proper form for filing, registration or recordation.

(o) Company Material Adverse Effect . (x) S ince December 31, 20 11 through June 20, 2012 , no event, change, circumstance, development, occurrence, condition, effect or state of facts that has occurred has had or w ould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) since June 20, 2012, there shall have been no event, change, circumstance, development, occurrence, condition, effect or state of facts that, individually or in the aggregate, has had and continues to have, or w ould reasonably be expected to have, a Company Material Adverse Effect .

(p) Master Lease Material Adverse Effect . The Master Leases (including the Health Care REIT Lease Consent and Amendment Agreement, the Omega Lease Consent and Amendment Agreement, and the Sabra Lease Consent and Amendment Agreement) shall not have been modified in any manner that would reasonably be expected to (i) materially adversely affect the tenant or the tenant’s business or (ii) materially adversely affect the rights of the Lenders as provided in Master Lease Intercreditor Agreements ; it being understood that any amendments made to (a) the Health Care REIT (Sun) Lease in connection with the transactions contemplated by Section 1(b) of the Health Care Lease Consent and Amendment Agreement and (b) the Sabra Lease in connection with the transactions contemplated by Sections 1(d) and 1(e) of the Sabra Lease Consent and Amendment Agreement, in each case, shall be deemed not to materially adversely affect such tenant or such tenant’s business or the Master Lease Intercreditor Agreements .

(q) Ventas Consent . Either (x) the guarantor under the Ventas Guaranty shall, after giving effect to the Transactions, be in pro forma compliance with the tangible net worth covenants contained in the Ventas Guaranty as of its most recently ended fiscal quarter or (y) Ventas shall have consented in writing to the consummation of the Acquisition and such consent shall provide that the Genesis Borrower shall, after giving effect to the Transactions, be deemed to be in pro forma compliance with the tangible net worth covenants contained in the Ventas Guaranty and each default and event of default that may have occurred and be continuing as a result of such failure to comply with the tangible net worth covenant shall have been waived.

(r) Fees . All fees and reasonable out-of-pocket expenses, to the extent invoiced at least 1 Business Day prior to the Closing Date, shall have been paid.

(s) Representations and Warranties . On the Closing Date, each of the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all respects.

(t) Borrowing Notice . The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 2.3 and substantially in the form of Exhibit A-1 hereto.

(u) Attestation Certificate . The Administrative Agent shall have received a certificate attesting to the compliance with clauses ( c ), ( k ), (o), ( p ), ( q ) and ( s ) of this Section on the Closing Date from a Responsible Officer of LLC Parent .

(v) USA Patriot Act . The Administrative Agent shall have received, at least 3 days prior to the Closing Date, from each of the Loan Parties documentation and other information reasonably requested in writing by the Administrative Agent in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act,

to the extent requested in writing by the Administrative Agent at least 3 days prior to the Closing Date.

Notwithstanding anything in the contrary contained in this Section, to the extent any security interest in any Collateral or any deliverable related to the perfection of security interests in or Liens upon the Collateral is not or cannot be perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in stock certificates and other possessory collateral and (2) in other assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Borrowers’ commercially reasonable efforts to do so, then the perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facility on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrowers acting reasonably (and in any event within 90 days after the Closing Date or such longer period as may be reasonably agreed by the Administrative Agent).

SECTION 5. REPORTING COVENANTS

Each of LLC Parent and the Borrowers (on behalf of itself and each of the Subsidiaries) hereby agrees that, beginning on the Closing Date and so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or any Agent hereunder (other than contingent or indemnification obligations not then asserted or due), the Parent Companies and the Borrowers shall and (to the extent relevant) shall cause each of the Restricted Subsidiaries to:

5.1. Financial Statements . Deliver to the Administrative Agent each of the following:

(a) Quarterly Reports . As soon as available, and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the C onsolidated unaudited balance sheet of LLC Parent and its Subsidiaries as of the close of such fiscal quarter and related C onsolidated statements of income and cash flow for such fiscal quarter and that portion of the fiscal year ending as of the close of such fiscal quarter, setting forth in comparative form the figures for the corresponding period in the prior fiscal year and the figures contained in the latest projections, in each case certified by a Responsible Officer of LLC Parent as fairly presenting in all material respects the C onsolidated financial position, results of operations and cash flow of LLC Parent and its Subsidiaries as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments. The financial statements delivered under this clause (a) shall include an unaudited schedule reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any).

(b) Annual Reports . As soon as available, and in any event within 120 days after the end of each fiscal year, the C onsolidated balance sheet of LLC Parent and its Subsidiaries of the end of such year and related C onsolidated statements of income, stockholders’ equity and cash flow for such fiscal year, each prepared in accordance with GAAP, together with a certification by LLC Parent’ s nationally-recognized independent registered public accountants that such C onsolidated financial statements fairly present in all material respects the C onsolidated financial position, results of operations and cash flow of LLC Parent and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification. The financial statements delivered under this clause (b) shall include an unaudited schedule reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any).

(c) Compliance Certificate . Together with each delivery of any financial statement pursuant to clause (a) or (b) above, a Compliance Certificate substantially in the form attached hereto as Exhibit C , duly executed by a Responsible Officer of LLC Parent that, among other things, (i) shows in reasonable detail the calculations used in determining each financial covenant, (ii) demonstrates compliance with each Financial Condition Covenant that is tested at least on a quarterly basis and (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrowers propose to take with respect thereto.

(d) Projections . As soon as available, but in any event not later than 30 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2013), a reasonably detailed C onsolidated budget for the following fiscal year in a form reasonably acceptable to the Administrative Agent including a projected C onsolidated balance sheet of the Parent Companies, the Borrowers and the Restricted Subsidiaries as of the end of the following fiscal year and the related C onsolidated statements of projected cash flows and projected income.

(e) Management Discussion and Analysis . Together with each delivery of any Compliance Certificate pursuant to clause ( c ) above, a discussion and analysis of the financial condition and results of operations of the Loan Parties for the portion of the fiscal year then elapsed and discussing the reasons for any significant variations from the projections for such period and the figures for the corresponding period in the previous fiscal year.

(f) Audit Reports, Management Letters, Etc . Together with each delivery of any financial statement for any fiscal year pursuant to clause ( b ) above, copies of each management letter, audit report or similar letter or report received by LLC Parent from any independent registered certified public accountant (including LLC Parent’ s accountants) in connection with such financial statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of LLC Parent as part of the Compliance Certificate delivered in connection with such financial statements.

(g) Insurance . Together with each delivery of any financial statement for any fiscal year pursuant to clause (b) above, each in form and substance satisfactory to the Administrative Agent and certified as complete and correct by a Responsible Officer of LLC Parent as part of the Compliance Certificate delivered in connection with such financial statements, a summary of all material insurance coverage maintained as of the date thereof by any Loan Party and any Restricted Subsidiary and including a representation that all improvements on any parcel of real property that are within a special flood hazard area as defined under the U.S. Flood Disaster Protection Act of 1973, as amended or as a wetlands area by any governmental entity having jurisdiction over any real property, are covered by flood insurance, together with such other related documents and information as the Administrative Agent may require.

5.2. Other Events . Give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 5 days after any Responsible Officer of any Loan Party knows or has reason to know of it: (a)(i) any Default under this Agreement, any Material Master Lease and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.8 and/or Section 2.8 of the ABL Credit Agreement, including without limitation any Recovery Event over $1,500,000, which notice shall state the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) any potential, threatened or existing material litigation or material proceeding against, or material investigation by or before any Governmental Authority of (or any agent, contractor, employee, designee of any Governmental Authority, including any private contractors retained by and/or acting on behalf of any Governmental Authority),

any Loan Party, any Restricted Subsidiary or any Healthcare Facility, that could reasonably be expected to have a Material Adverse Effect, or to materially and adversely affect the right to operate any Healthcare Facility, (d) to the extent not already disclosed, the entering into any Material Master Lease, and (e) the closing of, or loss or non-renewal (or written threat of loss) of Primary License related to, any Healthcare Facility, or withdrawal from Medicare, Medicaid or TRICARE or any of the next five largest Third-Party Payor Programs based on the reimbursements from such Third-Party Payor Programs to the Borrowers and their Subsidiaries on a Consolidated basis.

5.3. ERISA Matters . Give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice, provided , that when such a notice is filed by an ERISA Affiliate that is not a Loan Party, such notice must only be given to the Administrative Agent where such termination would reasonably be expected to have a material impact on a Loan Party, and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

5.4. Environmental Matters . (a) Provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event no later than 1 4 days after any Responsible Officer of any Loan Party knows of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Loan Party of any written notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in a Material Adverse Effect , and (ii) the receipt by any Loan Party of notification that any property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities.

(b) Upon request of the Administrative Agent, provide the Administrative Agent a report containing an update as to the status of any matter as to which notice has been provided to the Administrative Agent pursuant to Section 5.4(a) .

5.5. Other Information . Provide the Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Loan Party as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request, including, without limitation, if requested by the Administration Agent, copies of field audits and appraisals that are delivered to the administrative agent under the ABL Facility.

SECTION 6. AFFIRMATIVE COVENANTS

Each of the Parent Companies and the Borrowers (on behalf of itself and each of the Subsidiaries) hereby agrees that, beginning on the Closing Date and so long as the Commitments remain in effect or any Loan or other amounts owing to any Lender or any Agent hereunder (other than contingent or indemnification obligations not then asserted or due), the Parent Companies and the Borrowers shall and (to the extent relevant) shall cause each of the Restricted Subsidiaries to:

6.1. Maintenance of Corporate Existence . (i) Preserve and maintain its legal existence, including doing all the things necessary to observe organizational formalities (except to the extent expressly permitted by Section 7.5); (ii) preserve and maintain its rights (charter and statutory), privileges, franchises and Permits necessary or desirable in the conduct of its business, except, in the case of clause (ii), the failure to do so would not, in the aggregate, have a Material Adverse Effect.

6.2. Compliance with Laws, Etc . (a) Comply in all material respects with and cause each of its employees, and use commercially reasonable efforts to cause each of its, contractors and its tenants or operators under any Lease to comply in all material respects with all applicable Requirements of Law including Healthcare Laws, Permits and the Primary Licenses. Each Loan Party and Restricted Subsidiary shall maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. No Loan Party or Restricted Subsidiary shall transfer any Permit to any location other than in compliance with Healthcare Laws or pledge any Permit as collateral security for any Indebtedness (except as permitted under the Loan Documents), and each Loan Party and Restricted Subsidiary shall hold each Permit free from restrictions or known conflicts, which, in each case, would materially impair the use or operation of the related Facility for the uses described in Section 3.1(b). No Borrower shall (i) subject to Section 6.4, rescind, withdraw or revoke the Permit for any Healthcare Facility or amend, modify, supplement or otherwise alter the nature, tenor or scope of the Permit for any Healthcare Facility to the extent that such change, revocation or alteration in the Permit would have a Material Adverse Effect; or (ii) voluntarily transfer or encourage the transfer of any resident of a Healthcare Facility to any other facility, unless such transfer is permitted or required by Requirements of Law or Healthcare Laws, is for reasons relating to the welfare, health or safety of the resident to be transferred or other individuals or residents at the facility or is due to good faith concerns that the resident will not be able to pay his or her bills owed to the Healthcare Facility.

(b) If required under applicable Requirements of Law, maintain in full force and effect all Permits and Primary Licenses for the Healthcare Facilities, and a provid e r agreement or participation agreement for each Third-Party Payor Program listed in Schedule 6.2 , except to the extent that any such failure to maintain such Permits, Primary Licenses, provider agreements or participation agreements c ould not be reasonably likely to result in a Material Adverse Effect. True and complete copies of the Permits, including any certificates of occupancy, the Primary Licenses , and provider agreement or participation agreement shall be delivered to the Administrative Agent promptly upon its reasonable request to the extent such copies are available .

(c) To the extent applicable, and except as could not be reasonably expected to have a Material Adverse Effect, operate each Healthcare Facility in substantial compliance with all requirements for participation in all Third-Party Payor Programs; provided , however, that, each Loan Party and Restricted Subsidiary may withdraw from Third-Party Payor Programs (other than from Medicare, Medicaid or TRICARE) in the ordinary course of business.

(d) Other than in the normal course of business, and except as could not be reasonably expected to have a Material Adverse Effect, with respect to each Healthcare Facility, not change the terms of any Third-Party Payor Program now or hereinafter in effect or their normal billing payment or reimbursement policies and procedures with respect thereto (including the amount and timing of finance charges, fees and write-offs). All cost reports and financial reports submitted by any Borrower to any third party payor shall be materially accurate and complete and shall not be misleading in any material respects and all patient or resident records, including patient or resident trust fund accounts, shall remain true and correct in all material respects.

(e) Comply with all obligations under the contracts and leases with residents of each Healthcare Facility, and no Loan Party or Restricted Subsidiary shall commit or permit any default by a Loan Party or a Restricted Subsidiary thereunder except, in any case, where the failure to do so, either individually or in the aggregate, w ould not be reasonably likely to have a Material Adverse Effect.

(f) Make all payments and otherwise perform all obligations in respect of all Material Master Leases to which the Borrower or any of its Restricted Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated other than in accordance with their terms or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Restricted Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, w ould not be reasonably likely to have a Material Adverse Effect.

6.3. Payment of Obligations . Pay or discharge before they become delinquent (a) all material claims, Taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Loan Party, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party or Restricted Subsidiary in accordance with GAAP or with respect to which failure to do so would not have a Material Adverse Effect.

6.4. Maintenance of Property . Maintain and preserve, in its own name, (a) in good working order and condition all of its property necessary in the conduct of its business, and (b) all rights, permits, licenses, approvals and privileges (including all Permits and Primary Licenses) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) or to make such necessary or appropriate filings above that would not, in the aggregate, have a Material Adverse Effect.

6.5. Maintenance of Insurance . (a) Maintain or cause to be maintained in full force and effect all policies of insurance of the kinds customarily insured against by Persons engaged in the same or similar business (including self insurance) with respect to the property and businesses of the Loan Parties and the Restricted Subsidiaries with financially sound and reputable insurance companies or associations of similar nature.

6.6. Keeping of Books . Keep proper books of record and account, in which full, true and correct entries in all material respects shall be made in accordance with GAAP and in substantial

compliance in all material respects with all other applicable Requirements of Law of all financial transactions and the assets and business of each Loan Party and each Restricted Subsidiary.

6.7. Access to Books and Property . Permit the Administrative Agent (and, after an Event of Default, the Lenders and any Related Person of any of them accompanying the Administrative Agent) at any reasonable time during normal business hours and with reasonable advance notice to the Borrower Agent (during the continuance of an Event of Default, 1 Business Day shall be deemed to be reasonable advance notice) to (a) visit and inspect the property of each Loan Party and each Restricted Subsidiary and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Loan Party and each Restricted Subsidiary, (b) discuss the affairs, finances and accounts of such Loan Party or such Restricted Subsidiary with any officer or director of any Loan Party or any Restricted Subsidiary and (c) communicate with an officer of any Loan Party or any Restricted Subsidiary and upon receipt of prior approval, directly with any registered certified public accountants (including LLC Parent’s accountants) of any Loan Party or any Restricted Subsidiary; provided , that, excluding any such visits and inspections during the continuation of an Event of Default the Administrative Agent and the Lenders shall not exercise such rights more than one time (in the aggregate) in any calendar year. Each Loan Party and each Restricted Subsidiary shall authorize their respective registered certified public accountants (including LLC Parent’s accountants) to communicate directly with the Administrative Agent, the Lenders, their respective Related Persons and such officer contemporaneously, and to disclose to the Administrative Agent, the Lenders and their respective Related Persons all financial statements and other documents and information as they might have and are available to a Loan Party or a Restricted Subsidiary and the Administrative Agent or any Lender reasonably requests with respect to any Loan Party or any Restricted Subsidiary. The Administrative Agent and the Lenders shall give the Parent Companies and the Borrower s the opportunity to participate in any discussions with LLC Parent’s independent public accountants.

6.8. Environmental . Comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if the Administrative Agent at any time has a reasonable basis to believe that there exist material violations of Environmental Laws by any Loan Party or that there exist any material Environmental Liabilities, in each case, then each Loan Party shall promptly upon receipt of request from the Administrative Agent, cause the performance of environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. In the event (a) the Loan Party does not commence such work within thirty (30) days of such request and diligently pursue such work or (b) there is an Event of Default, the Administrative Agent, upon written notice to such Loan Party, shall have access to such real property to undertake the work, provided, that the Administrative Agent shall only be allowed to do so under the following conditions: (i) that it provide written notice at least five (5) business days in advance prior to the intended entrance onto the real property; (ii) that the work be conducted during normal business hours; (iii) that the Administrative Agent indemnify and hold harmless said Loan Party for any damages or losses resulting from the performance of the work by the Administrative Agent or its representatives; (iv) that the Administrative Agent ensure that the real property is restored to its pre-work condition, including, without limitation, restoring any surfaces that were disturbed during the performance of the work and properly closing any wells or boreholes installed during the performance of the work; and (v) abiding by all other health and safety requirements of the Loan Party that would typically be imposed on a visitor to the real property. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent, shall be conducted and prepared by reputable environmental

consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

6.9. Post Closing Obligations . Cause to be performed and completed, to the Administrative Agent’s reasonable satisfaction, all of the obligations set forth on Schedule 6.9 hereto within the time periods set forth on Schedule 6.9 or such longer period as the Administrative Agent shall permit in its reasonable discretion.

6.10. Additional Collateral, etc . (a) With respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party that is required by the terms of this Agreement and the other Loan Documents to become Collateral (other than any property subject to a Lien expressly permitted by Section 7.2(c) ) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, except as otherwise provided in the Security Documents promptly, but in any case within 45 days (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property (with the priority specified in the Intercreditor Agreement) and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by the Intercreditor Agreement) in such property (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such property as of the Closing Date), including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.

(b) With respect to any fee owned real property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.2(c), (i), (o) or (p) ; provided , however, that with respect to Liens permitted by Section 7.2(c) or (i), this exception shall apply to the extent such Liens expressly restrict the granting of a Mortgage ) (i) within 45 days of such acquisition, give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent promptly thereafter execute and deliver a Mortgage (subject to Liens permitted by Section 7.2) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such real property ( provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

(c) Except as otherwise permitted in the Security Documents, with respect to any (x) new Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party that is a Material Restricted Subsidiary or (y) any Unrestricted Subsidiary designated as a Restricted Subsidiary after the Closing Date, promptly, but in any case within 45 days of such creation, acquisition or designation (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such acquisition, creation or designation to the Collateral Agent, (ii) if such Subsidiary is a Material Restricted Subsidiary, (A) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other Security Documents or other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement) in the Capital Stock of such new Material Restricted Subsidiary that is owned by such Loan Party and (B) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and (iii) if such new Material Restricted Subsidiary is a Wholly-Owned Domestic Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.

(d) With respect to any new Foreign Subsidiary directly owned by Parent, the Borrowers or a Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 45 days of such acquisition (which period may be extended by the Administrative Agent in its sole discretion), (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement) in the Capital Stock of such new Subsidiary that is owned by such Loan Party ( provided that (x) in no event shall more than 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary treated as a controlled foreign corporation for U.S. federal income tax purposes be required to be so pledged and (y) 100% of non-voting stock of any Foreign Subsidiary, if any, shall be required to be so pledged) and (ii) to the extent permitted by applicable law, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary in the reasonable opinion of the Collateral Agent, to perfect or ensure appropriate priority of the Lien of the Collateral Agent thereon.

(e) Notwithstanding anything to the contrary in any Loan Document, this Section shall not apply with respect to any collateral (i) to the extent the Administrative Agent has reasonably determined that the value of such collateral to which this Section would otherwise apply is insufficient to justify the difficulty, time and/or expense of obtaining a perfected Lien therefrom and (ii) if so provided in any Security Document.

6.11. Maintenance of Ratings . Use commercially reasonable efforts to maintain a public corporate family rating and a public rating on the Loans from Moody’s and a public corporate rating and a public rating on the Loans from S&P.

6.12. Further Assurances . Maintain the security interest created by the Security Documents as a perfected security interest having at least the priority specified in the Intercreditor Agreement (to the extent such security interest can be perfected through the filing of UCC-1 financing statements, the Intellectual Property filings to be made pursuant to Schedule 4 of the Guarantee and Collateral Agreement, the execution of control agreements, or the delivery of Pledged Securities required to be delivered under the Guarantee and Collateral Agreement), subject to the rights of the Loan Parties under the Loan Documents to Dispose of the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby.

6.13. Interest Rate Protection . Enter into within 90 days after the Closing Date and maintain, from the Closing Date to the date that is the two year anniversary of the Closing Date, interest rate Hedging Agreements, to the extent necessary, that result in at least 50% of the aggregate consolidated outstanding Indebtedness for borrowed money of the Borrowers and the Restricted Subsidiaries being effectively subject to a fixed interest rate for the period ending on the second anniversary of the Closing Date.

6.14. Use of Proceeds . The proceeds of the Loans shall be used to effect the Transactions and for general corporate (including working capital) purposes of the Parent Companies and their Subsidiaries not prohibited by this Agreement.

6.15. Annual Lenders Meeting . Participate in an annual telephonic conference call with the Administrative Agent and the Lenders at such time as may be reasonably agreed to by the Borrowers and the Administrative Agent.

6.16. Material Master Leases . With respect to any Material Master Lease (other than the Master Leases), cause the parties to such Material Master Lease to execute an intercreditor or similar agreement satisfactory to the Administrative Agent, on terms substantially similar to those set forth in the Master Lease Intercreditor Agreements or on terms no less favorable to the Lenders than those set forth in the Master Lease Intercreditor Agreements, as reasonably determined by the Administrative Agent.

SECTION 7. NEGATIVE COVENANTS

The Borrowers (on behalf of itself and each of the Restricted Subsidiaries) hereby agree that, beginning on the Closing Date and so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Agents hereunder (other than contingent or indemnification obligations not then asserted or due), the Borrowers shall not, and shall not permit any of the Restricted Subsidiaries to, and with respect to Section 7.10 only, the Parent Companies shall not:

7.1. Indebtedness . Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing on the date hereof and set forth in Schedule 7.1 , and any Permitted Refinancing thereof;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of the Borrowers and the Restricted Subsidiaries to the extent permitted by Section 7.4(c); provided that (i) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Restricted Subsidiary that is not a Subsidiary Guarantor to a Subsidiary Guarantor or the Borrowers which exceeds $5,000, individually, or $1,000,000, in the aggregate, shall be evidenced by a promissory note (which shall be substantially in the form of Exhibit M hereto ) with customary subordination provisions, (ii) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Subsidiary that is a Borrower, to the extent required to be pledged under the Security Agreement, shall be evidenced by a promissory note, and (iii) each such promissory note under clause (ii) hereof shall be pledged to the Collateral Agent pursuant to the Security Agreement to the extent required thereby;

(d) Indebtedness of the Borrowers or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals, replacements, modifications, refundings and refinancing of any such Indebtedness that do not increase the outstanding principal amount thereof (other than to the extent of any premiums, interest or costs and expenses incurred in connection therewith) (“ Purchase Money Indebtedness ”); provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.1(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.1(e), shall not exceed $35,000,000 at any time outstanding;

(e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.1(d), not in excess of $35,000,000 at any time outstanding and Permitted Refinancings thereof;

(f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by the Borrowers or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

(g) Indebtedness assumed in connection with a Permitted Acquisition and any Permitted Refinancing thereof; provided that (i) such Indebtedness is not incurred in contemplation of, or in connection with, such Permitted Acquisition, (ii) both immediately prior and after giving effect thereto, no Event of Default shall exist or result therefrom, (iii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such incurrence had occurred as of the first day of such period shall be 0.25 :1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14 and (iv) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer to the effect set forth in clauses (ii) and (iii) above setting forth reasonably detailed calculations demonstrating compliance with subclauses (ii) and (iii) abov e ;

(h) unsecured Indebtedness of the Borrowers or any of the Restricted Subsidiaries (together with unsecured Indebtedness of the Parent Companies incurred pursuant to Section 7.10(b)(v ) in reliance on this clause (h)), so long as at the time of the incurrence thereof and after giving effect thereto, the Consolidated Total Leverage Ratio shall be less than 2.50 to 1.00 calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, and Permitted Refinancings thereof; provided , that such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory

redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the Maturity Date at the time such Indebtedness is incurred;

(i) Guarantee Obligations by the Borrowers or the Restricted Subsidiaries of Indebtedness of the Borrowers and the Restricted Subsidiaries so long as the Borrowers or the Restricted Subsidiaries incurring such Indebtedness are permitted to incur such Indebtedness represented by such Guarantee Obligation hereunder;

(j) Indebtedness of the Borrowers and their respective Subsidiaries in respect of the ABL Loan Documents (including the HUD Sub-Facility Credit Agreement) in an aggregate principal amount not exceeding $425,000,000 at any time outstanding (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement);

(k) the guaranty by the Genesis Borrower , GHC Holdings LLC , the Sun Borrower and GHC Holdings II, LLC, as the case may be, of the HUD Sub-Facility Entities’ obligations under the HUD Sub-Facility Credit Agreement in an aggregate principal amount not exceeding $20,000,000 ;

(l) other Indebtedness of the Borrowers or the Restricted Subsidiaries (together with Indebtedness of the Parent Companies incurred pursuant to Section 7.10(b)(v) in reliance on this clause (l)) in an aggregate principal amount not exceeding $40,000,000 at any time outstanding;

(m) Indebtedness arising from agreements of any Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments and the disposition of any business, assets or Capital Stock permitted hereunder;

(n) Indebtedness consisting of (A) trade obligations or (B) accrued current liabilities for services rendered to the Borrower or any Restricted Subsidiary, in each case, arising in the ordinary course of business;

(p) Indebtedness representing deferred compensation to employees of the Parent Companies , the Borrower or any of its Subsidiaries incurred in the ordinary course of business consistent with past practice;

(q) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(r) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(t) Indebtedness incurred by any Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar

instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(u) Indebtedness of the Borrowers and the Restricted Subsidiaries under any Hedge Agreement permitted under Section 7.4(f);

(v) Indebtedness of the Borrowers or any Loan Parties owed to former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in lieu of any cash payment permitted to be made under Section 7.6(a)(iii); provided that all such Indebtedness shall be unsecured;

(w) Guarantees in respect of Indebtedness of directors, officers and employees of the Parent Companies, the Borrowers or the Restricted Subsidiaries in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes, if the aggregate amount of Indebtedness so guaranteed, when added to the aggregate amount of loans and advances then outstanding under Section 7.4(e), shall not at any time exceed $5,000,000;

(x) Indebtedness in respect of Real Property Financing Obligations ;

(y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount not exceeding $10,000,000 at any time outstanding , so long as such Indebtedness is non-recourse to the Loan Parties ; and

(z) Indebtedness the net proceeds of which are used to fund the purchase of Healthcare Facilities in connection with the Health Care REIT Asset Buyback, so long as (i) at the time of the incurrence thereof and after giving effect thereto, the Borrowers would be in compliance with the Financial Condition Covenants, (ii) the Fixed Charge Coverage Ratio at the time of incurrence thereof and after giving effect thereto shall not be less than the Fixed Charge Coverage Ratio immediately prior to such incurrence and after giving effect thereto, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered and (iii) such Indebtedness has a final maturity date equal to or later than 90 days after the Maturity Date .

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of LLC Parent dated such date prepared in accordance with GAAP.

7.2. Liens . Create, incur, assume or permit to exist any Lien on any property or assets (including Capital Stock or other securities of any person, including the Borrowers or any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(a) Liens on property or assets of the Borrowers and the Restricted Subsidiaries existing on the date hereof and set forth in Schedule 7.2 ; provided that such Liens shall secure only those obligations which they secure on the date hereof other than newly created improvements thereon or

proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunder;

(b) any Lien created under the (i) Loan Documents and (ii) ABL Loan Documents; provided that such Liens are subject to the terms of the Intercreditor Agreement;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrowers or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof prior to the time such person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of the Borrowers or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Restricted Subsidiary, as the case may be, and extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof;

(d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3;

(e) Liens in respect of property of the Borrowers or the Restricted Subsidiaries imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due or payable or which are being contested in compliance with Section 6.3;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrowers or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of the Borrowers or any Restricted Subsidiary;

(j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8;

(k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the

business of the Borrowers or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the Obligations;

(l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;

(m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement;

(o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $5,000,000;

(r) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement;

(s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7. 4 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or

other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement;

(u) (i) Liens solely on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements;

(v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor;

(w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement;

(x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(z);

(y) other Liens with respect to property or assets of the Borrowers or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; and

(z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder.

7.3. Sale and Lease-Back Transactions . Enter into any arrangement, directly or indirectly, with any person (other than the Borrowers or any Restricted Subsidiary) whereby it shall Dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Lease-Back Transaction ”) unless (a) the Disposition of such property is permitted by Section 7.5, (b) any Capital Lease Obligations or Liens arising in connection therewith are permitted by Sections 7.1 and 7.2, as the case may be and either (1) consist of Real Property Financing Obligations and Liens granted in connection therewith or (2) are in an aggregate principal amount not exceeding $25,000,000 at any time outstanding and (c) the Borrowers shall be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such Sale and Lease-Back Transaction had occurred as of the first day of such period; provided that, the Net Cash Proceeds of such Sale and Lease-Back Transaction shall be applied in accordance with Section 2.8(b);

7.4. Investments, Loans and Advances . Purchase, hold or acquire any Capital Stock, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person (all of the foregoing, “ Investments ”), except:

Section 7.4(c) by Loan Parties in, and loans and advances made pursuant to this Section 7.4(a) and Section 7.4(c) by Loan Parties to, Restricted Subsidiaries that are not Loan Parties (determined without regard to any writedowns or write-offs of such investments, loans and advances) shall not exceed $10,000,000 at any time outstanding;

(b) Investments in cash and Cash Equivalents;

(c) Investments made by the Borrowers in any Restricted Subsidiary and made by any Restricted Subsidiary in the Borrowers or any other Restricted Subsidiary; provided that (i) any such Investments made by the Borrowers or the Subsidiary Guarantors shall be pledged pursuant to the Guarantee and Collateral Agreement to the extent required thereby, and (ii) the amount of such Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Pa r ties shall be subject to the limitation set forth in clause (a) above;

(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the Borrower Representative shall provide prompt written notice to the Administrative Agent of any such settlement of accounts for which the face value is greater than or equal to $1,000,000 individually (or for a group of related accounts) and for each such settlement if the aggregate face value of such accounts is greater than or equal to $10,000,000;

(e) the Borrowers and the Restricted Subsidiaries may make loans and advances in the ordinary course of business to employees, directors and officers of the Parent Companies, the Borrowers and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding , when added to the aggregate amount of guarantees under Section 7.1(w) , not to exceed $5,000,000 (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such person’s purchase of Capital Stock of LLC Parent (provided that the amount of such loans and advances to the extent made in cash shall be contributed to the Borrowers in cash as common equity) and (iii) for any other purpose;

(f) the Borrowers and the Restricted Subsidiaries may enter into Hedging Agreements that (i) are required by Section 6.13 or (ii) are not speculative in nature and are made in the ordinary course of business;

with the applicable provisions of Section 6.10 and the Security Documents to the extent required thereby; and (iii) on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, the aggregate of the Acquired EBITDA of any Persons acquired in accordance with this Section 7.4(g) during the term of this Agreement that are not at such time Guarantors shall not exceed 10% of pro forma Consolidated EBITDA of the Borrowers and the Restricted Subsidiaries (any acquisition of an Acquired Entity or Business meeting all the criteria of this Section 7.4(g) being referred to herein as a “ Permitted Acquisition ”);

(h) Investments set forth in Schedule 7.4 ;

(i) the Borrowers and the Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with Asset Sales permitted under Section 7.5;

(j) the Borrowers and the Restricted Subsidiaries may make Capital Expenditures permitted under Section 7.12;

(k) other Investments in an aggregate amount at any time outstanding not exceeding (x) the greater of (A) $50,000,000 and (B) 20% of Consolidated EBITDA calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period , plus (y) the Net Cash Proceeds received after the Closing Date from any Excluded Issuance (other than the proceeds of any Excluded Issuance made in connection with an exercise of the Borrower’s Cure Right under Section 7.16(a));

(l) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, other Investments at any time outstanding not exceeding the Available Amount, if, after giving effect to such Investment, calculated on a Pro Forma Basis, (i) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (ii) the Borrowers and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such incurrence had occurred as of the first day of such period;

(n) to the extent constituting Investments, transactions permitted by Sections 7.1, 7.2, 7.3, 7.5, and 7.6;

(o) Investments to the extent financed solely with the Qualified Capital Stock of LLC Parent;

(p) Guarantees incurred by the Borrowers or any Restricted Subsidiary with respect to operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by Borrowers or any Restricted Subsidiary in the ordinary course of business;

(q) Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary in accordance with the terms hereof; provided that such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary and any modification, replacement, renewal or extension thereof on terms at least as favorable on the whole to the Lenders;

(r) loans and advances to Holdings (or any Parent Company) in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances), Restricted Payments to the extent permitted to be made to Holdings (or such Parent Company) in accordance with Section 7.6(a);

(s) so long as no Default or Event of Default shall have occurred and be continuing or result therefrom, Investments in Healthcare Facilities guaranteed by or otherwise subject to a mortgage, deed of trust or similar encumbrance in favor of HUD, which Investments shall not exceed, in the aggregate, $200,000 per such Healthcare Facility; and

For purposes of covenant compliance with this Section, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment not to exceed the original amount of such Investment.

7.5. Mergers, Consolidations, Sales of Assets and Acquisitions.

(a) Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

(i) (A) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to the Borrowers (provided that the Borrowers shall be the continuing or surviving corporation) or (B) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to any Restricted Subsidiary (provided that if one of the parties to such merger, amalgamation or consolidation or Disposition is a Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving corporation or the recipient of such assets or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 6.10 in connection therewith);

(ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(iii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any Loan Party or any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any Loan Party or any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(iv) any Restricted Subsidiary (other than the Borrowers) may liquidate or dissolve if (i) the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise Disposed of or transferred in accordance with Section 7.5(b) or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; and

(v) any Restricted Subsidiary may merge or consolidate in order to consummate an Asset Sale permitted by Section 7.5(b); and

(vi) Permitted Acquisitions permitted by Section 7.4(g) may be consummated.

7.6. Restricted Payments; Restrictive Agreements . (a) Declare or make, any Restricted Payment; provided that (i) the Sun Borrower and the Restricted Subsidiaries may declare and pay dividends or make other distributions ratably to their equity holders; (ii) the Borrowers may acquire shares of LLC Parent delivered or to be delivered to a director, officer or employee of the Parent Companies , the Borrowers or a Restricted Subsidiary in connection with the grant, vesting, exercise or payment of a stock option, warrant or other equity or equity-based award granted by the Parent Companies , the Borrowers or a Restricted Subsidiary and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any Tax withholding obligations arising in connection with such event; (iii) the Borrowers may make Restricted Payments to any Parent Company to permit such Parent Company, and the subsequent use of such payments by such Parent Company, to

repurchase or redeem Capital Stock of LLC Parent owned by former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of any Parent Company , the Borrowers or any of the Restricted Subsidiaries or to make payments (including on promissory notes issued to pay the purchase price) with respect to such repurchases or redemptions upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or similar equity incentives or equity-based incentives in an aggregate amount not to exceed $4,000,000 in any fiscal year; (iv) Borrowers may make Restricted Payments to any Parent Company in an aggregate amount equal to the amount required for such Parent Company to pay (A) Taxes (at the then applicable rate) which are due and payable by any Parent Company as a result of being part of a consolidated, combined, unitary or similar group with any of the Borrowers and /or the Restricted Subsidiaries, but only to the extent such taxes are attributable to the income or business of any of the Borrowers and /or the Restricted Subsidiaries, (B) franchise taxes and fees required to maintain the legal existence of any Parent Company and (C) customary fees to members of its or any Parent Company’s board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Parent Company or any of its Restricted Subsidiaries; (v) the Borrowers may make Restricted Payments to satisfy obligations existing on the Closing Date owing to affiliates of JER not to exceed $5,200,000; (vi) so long as no Default or Event or Default has occurred and is continuing, the Borrowers may make Restricted Payments to LLC Parent to pay the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement in an aggregate amount not exceeding $ 3,000 ,000 in any fiscal year; (vii) the Borrower may make Restricted Payments up to the Available Amount; provided , that the Available Amount shall only be available for Restricted Payments if, (x) the Borrowers shall have reduced the Obligations under the Facility to $225,000,000 or less and (y) the Borrowers and the Restricted Subsidiaries shall be in compliance with (A) each Financial Condition Covenant by at least 10% of the level set forth in such Financial Condition Covenant and (B) the Total Leverage Ratio shall not be greater than 2.25:1.00, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period; (viii) the Borrowers may make Restricted Payments to allow Holdings or any Parent Company to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of LLC Parent ; (ix) the Borrowers may make Restricted Payments to any Parent Company to finance any Investment permitted to be made pursuant to Section 7.4 if such Investment were made by the Borrowers; provided that (i) such Restricted Payments shall be made substantially concurrently with the closing of such Investment and (ii) such Parent Company shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or Capital Stock) to be contributed to the Borrowers or a Restricted Subsidiary (as common equity in the case of Capital Stock) or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 7.5) of the person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate an Investment in each case, in accordance with the requirements of Section 6.12 ; (x) the Genesis Borrower may pay cash distributions on its equity interests to Holdings for further distribution or dividend by Holdings to Parent and from Parent to LLC Parent, paid and declared solely for the purpose of funding payments or distributions by LLC Parent in respect of taxes owing by LLC Parent’s direct or indirect investors in respect of Genesis Borrower and the Restricted Subsidiaries (“ Tax Distributions ”), provided, however, that no Tax Distributions are permitted with respect to dividends or other payments by any member of the federal consolidated group that includes the Sun Borrower except to the extent (if any) that such distribution is used by Genesis Borrower to make payments specified in Sections 2.4, 2.5, 2.7 or 2.8 of this Agreement; and (xi) the Borrowers may make

Restricted Payments to satisfy obligations to current employees ex isting on the Closing Date not to exceed $ 6,000 ,000 .

(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrowers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrowers or any Restricted Subsidiary or to guarantee Indebtedness of the Borrowers or any Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or regulations or by any Loan Document, the ABL Facility , any Material Master Lease entered into prior to the Closing Date , or such other Indebtedness as is set forth on Schedule 7.1 , (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided such restrictions and conditions apply only to the Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement creating Liens permitted by Section 7.2 prohibiting further Liens on the properties encumbered thereby, (E) clause (i) of the foregoing shall not apply to (x) customary provisions in Leases and other contracts restricting the subletting or assignment thereof or (y) any Material Master Leases entered into after the Closing Date ; provided , however , in each case, such restrictions shall not be more adverse to the Lenders and Borrowers than the equivalent restrictions set forth in these Material Master Leases existing as of the Closing Date, as modified by the Master Lease Intercreditor Agreements , (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 7.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by the Borrowers or any Restricted Subsidiary in the ordinary course of business, (J) the foregoing shall not apply to any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired and (K) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Borrowers, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Restricted Subsidiary .

7.7. Transactions with Affiliates . Except for transactions between or among the Borrowers and the Restricted Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that the Borrowers or any of the Restricted Subsidiaries may engage in any of the foregoing transactions on terms and conditions not less favorable to the Borrowers or such Restricted Subsidiary than could be

obtained on an arm’s-length basis from unrelated third parties; provided that with respect to any such transaction or series of transactions involving aggregate consideration in excess of $ 2 0,000,000, a majority of the board of directors of LLC Parent shall have determined in good faith that the criteria set forth above are satisfied and have approved the relevant transaction as evidenced by a resolution of the board of directors of LLC Parent; provided , further , the following transactions shall be permitted;

(a) Investments permitted under Section 7.4 (e) , (p) and ( q ) ;

(b) employment and severance arrangements between the Parent Companies, the Borrowers or any of the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(c) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Parent Companies, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries;

(d) any agreement, instrument or arrangement as in effect as of the date hereof and set forth on Schedule 7.7 , or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the date hereof as reasonably determined in good faith by the Borrower);

(e) Restricted Payments permitted under Section 7.6;

(f) the issuance or transfer of Equity Interests of LLC Parent to any Permitted Investor or to any former, current or future director, manager, officer, employee or consultant (or any Controlled Investment Affiliate or immediate family member of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof;

(g) entry into a tax sharing agreement with any Parent Company providing for (in each case subject to compliance with Section 7.6) the payment of Taxes (including interest and penalties) and expenses, control of tax filings and contests, and other normal, usual and customary provisions, but only to the extent such taxes are attributable to the income or business of the Borrowers and their Subsidiaries; and

(h) transactions entered into in the ordinary course of business that are consistent with past practices.

7.8. Business of the Borrowers and the Restricted Subsidiaries . (a) Engage at any time in any Business or Business activity other than the Business currently conducted by it and, in the good faith judgment of the Borrowers, Business activities reasonably incidental, complementary or related thereto.

(b) Amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to any organizational documents of any Loan Party in any manner that is materially adverse to the Lenders, without the prior consent of the Administrative Agent (with approval of the Required Lenders).

(c) Sell, lease, transfer or otherwise convey, in one or a series of related transactions, all or substantially all of the assets of Parent and the Restricted Subsidiaries, taken as a whole.

7.9. Other Indebtedness and Agreements . (a)(i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Indebtedness or unsecured Material Indebtedness (for the avoidance of doubt, excluding Real Property Financing Obligations) of the Borrowers or any Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to the Borrowers, such Restricted Subsidiary or the Lenders or (ii) permit any waiver, supplement, modification, amendment, termination or release of any Material Master Lease, any Material Master Lease Intercreditor Agreement or any Lease Consent and Amendment Agreement in any manner that is materially adverse to the Lenders without the prior written consent of Administrative Agent, which shall not be unreasonably withheld .

(b) Make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), or set apart any sum for the aforesaid purposes, any Subordinated Indebtedness or unsecured Material Indebtedness (excluding Real Property Financing Obligations for the avoidance of doubt) (other than (i) the Loans, (ii) with proceeds of any Excluded Issuance made after the Closing Date (other than proceeds of any Excluded Issuance made in connection with an exercise of the Borrowers’ Cure Right under Section 7.16(a)), (iii) the conversion or exchange into Equity Interest s of any Parent Company and (i v ) provided that no Default or Event of Default shall have occurred and be continuing or result therefrom, an aggregate principal amount up to the Available Amount, if, after giving effect thereto, (A) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (B) the Borrowers and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period).

7.10. Limitation on Activities of any Parent Company . In the case of any Parent Company, notwithstanding anything to the contrary in this Agreement or any other Loan Document:

(a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of any Parent Company, the Borrowers and the Restricted Subsidiaries and those incidental to Investments by or in any Parent Company (including the issuance of preferred Capital Stock (other than Disqualified Capital Stock) in consideration for the purchase of its Capital Stock from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of any Parent Company, the Borrowers or any Restricted Subsidiary upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and ABL Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to such Parent Company pursuant to Section 7.6, (v) the receipt and payment by any Parent Company of Restricted Payments permitted under Section 7.6, (vi) the other transactions expressly permitted under this Section, (vii) in connection with, and following the completion of, an IPO with respect to LLC Parent, activities necessary or reasonably advisable for or incidental to the initial registration and listing of LLC Parent common stock and the continued existence

of LLC Parent as a public company , (viii) activities incidental to the foregoing and (ix) the making of Investments to the extent of Restricted Payments permitted to be made to any Parent Company pursuant to Section 7.6(a)(ix);

(b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Obligations and the obligations under the ABL Loan Documents, (ii) obligations with respect to its Capital Stock, (iii) Tax liabilities and liabilities for expenses incurred in connection with the maintenance of its existence , (iv) the other transactions expressly permitted under this Section , (v) Indebtedness incurred by the Parent Companies to the extent the Borrower or the Restricted Subsidiaries would have been permitted to incur Indebtedness under the baskets specified in Sections 7.1(h) and (l) and (vi) Guarantee Obligations with respect to operating leases or other obligations of the Borrowers and their Restricted Subsidiaries that do not constitute Indebtedness ;

(c) own, lease, manage or otherwise operate or transfer any properties or assets (including cash (other than cash received in connection with Qualified Equity Issuances and dividends paid by the Borrowers in accordance with Section 7.6 pending application in the manner contemplated by said Section) other than the ownership of shares of Capital Stock of the Borrowers , Investments pursuant to Section 7.10(a)(ix) above and de minimus amounts of other assets incidental to its business; or

(d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business , except that (i) any Parent Company may be merged, consolidated, amalgamated or liquidated with or into and Dispose of all or substantially all of its assets to any other Parent Company and (ii) any Parent Company may consummate any merger, consolidation or amalgamation to the extent necessary to permit the Investments contemplated pursuant to Section 7.10(a)(ix); provided that with respect to this clause (ii), such Parent Company shall be the continuing or surviving corporation .

7.11. Account Changes; Fiscal Year . Change its fiscal year or its method for determining fiscal quarters or fiscal months.

7.12. Capital Expenditures . Permit the aggregate amount of Capital Expenditures made by the Borrowers or the Restricted Subsidiaries in any period set forth below to exceed the amount set forth below for such period; provided, that such amount for any fiscal year shall be increased by, to the extent that a Permitted Acquisition is consummated during or prior to such fiscal year (but after the Closing Date), an amount equal to $1,000 per licensed bed of such Acquired Entity or Business (the “ Acquired Permitted CapEx Amount ”) ( provided , that with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this proviso shall be an amount equal to the product of (x) the Acquired Permitted CapEx Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such fiscal year):

Period	Amount
January 1, 2013 through December 31, 2013	$	90,000,000
January 1, 2014 through December 31, 2014	$	92,000,000
January 1, 2015 through December 31, 2015	$	94,000,000
January 1, 2016 through December 31, 2016	$	96,000,000
January 1, 2017 through Maturity Date	$	98,000,000

The amount of permitted Capital Expenditures set forth above in respect of any fiscal year commencing with the fiscal year ending on December 31, 2013, shall be increased by an amount equal to the unused permitted Capital Expenditures for the immediately preceding fiscal year (including the portion thereof (if any) of the unused permitted Capital Expenditures carried forward to such preceding fiscal year pursuant to this sentence).

7.13. Minimum Fixed Charge Coverage Ratio . Permit the Fixed Charge Coverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be less than the ratio set forth opposite such period below:

Period		Ratio
October 1, 2012 through December 31, 2012		1.25 to 1.00
January 1, 2013 through March 31, 2013		1.25 to 1.00
April 1, 2013 through June 30, 2013		1.25 to 1.00
July 1, 2013 through September 30, 2013		1.25 to 1.00
October 1, 2013 through December 31, 2013		1.25 to 1.00
January 1, 2014 through March 31, 2014		1.30 to 1.00
April 1, 2014 through June 30, 2014		1.30 to 1.00
July 1, 2014 through September 30, 2014		1.30 to 1.00
October 1, 2014 through December 31, 2014		1.30 to 1.00
January 1, 2015 through March 31, 2015		1.30 to 1.00
April 1, 2015 through June 30, 2015		1.35 to 1.00
July 1, 2015 through September 30, 2015		1.35 to 1.00
October 1, 2015 through December 31, 2015		1.35 to 1.00
January 1, 2016 through March 31, 2016		1.35 to 1.00
April 1, 2016 through June 30, 2016		1.35 to 1.00
July 1, 2016 through September 30, 2016		1.35 to 1.00
Thereafter		1.40 to 1.00

7.14. Maximum Leverage Ratio . Permit the Consolidated Total Leverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be greater than the ratio set forth opposite such period below:

Period		Ratio
October 1, 2012 through December 31, 2012		3.25 to 1.00
January 1, 2013 through March 31, 2013		3.00 to 1.00
April 1, 2013 through June 30, 2013		3.00 to 1.00
July 1, 2013 through September 30, 2013		3.00 to 1.00
October 1, 2013 through December 31, 2013		3.00 to 1.00
January 1, 2014 through March 31, 2014		2.75 to 1.00
April 1, 2014 through June 30, 2014		2.75 to 1.00

Period		Ratio
July 1, 2014 through September 30, 2014		2.75 to 1.00
October 1, 2014 through December 31, 2014		2.50 to 1.00
January 1, 2015 through March 31, 2015		2.50 to 1.00
April 1, 2015 through June 30, 2015		2.50 to 1.00
July 1, 2015 through September 30, 2015		2.25 to 1.00
October 1, 2015 through December 31, 2015		2.25 to 1.00
Thereafter		2.20 to 1.00

7.15. Minimum Liquidity . Permit Liquidity, on a C onsolidated basis as of the last day of each fiscal quarter ending during a period set forth below to be less than the amount set forth opposite such period below:

Period	Amount
October 1, 2012 through December 31, 2012	$	10 0,000,000
January 1, 2013 through March 31, 2013	$	10 0,000,000
April 1, 2013 through June 30, 2013	$	10 0,000,000
July 1, 2013 through September 30, 2013	$	100 ,000,000
October 1, 2013 through December 31, 2013	$	115 ,000,000
January 1, 2014 through March 31, 2014	$	125,000,000
April 1, 2014 through June 30, 2014	$	1 25 ,000,000
July 1, 2014 through September 30, 2014	$	1 25 ,000,000
October 1, 2014 through December 31, 2014	$	1 50 ,000,000
January 1, 2015 through March 31, 2015	$	1 50 ,000,000
April 1, 2015 through June 30, 2015	$	1 50 ,000,000
July 1, 2015 through September 30, 2015	$	150,000,000
October 1, 201 5 through December 31, 201 5	$	1 75 ,000,000
Thereafter	$	175,000,000

; provided that for each fiscal quarter ending subsequent to the Hospice Sale, the Liquidity required to be maintained pursuant to this Section shall be reduced by an amount equal to (x) the amount that Borrowing Availability (as defined in the ABL Credit Agreement) is decreased on the date of the consummation of the Hospice Sale solely as a result of accounts receivables being transferred pursuant to the Hospice Sale plus (y) (A) the difference between (i) Consolidated EBITDA of the Parent Companies, the Borrowers and the Restricted Subsidiaries calculated on a Pro Forma Basis without giving effect to the Hospice Sale and (ii) Consolidated EBITDA of the Parent Companies, the Borrowers and the Restricted Subsidiaries calculated on a Pro Forma Basis assuming the Hospice Sale occurred on the first day of the period, in each case, calculated as of the most recently completed period of four consecutive fiscal quarters ending prior to the Hospice Sale for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, multiplied by (B) a decimal equal to one minus the effective tax rate paid by the Sun Borrower.

7.16. Certain Cure Rights .

(a) Notwithstanding anything to the contrary contained herein, in the event the Borrowers fails to comply with the requirements of either covenant as set forth in Section 7.13, Section 7.14 or Section 7.15 (each, a “ Financial Cure Covenant ”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “ Curable Period ”), after the Closing Date until the expiration of the 5th Business Day subsequent to the date the certificate calculating the Financial Cure Covenants is required to be delivered pursuant to Section 5.1(c) with respect to the period ending on the last day of such fiscal quarter, the Borrowers shall have the right (the “ Cure Right ”) to include any cash equity contribution made by the Parent Companies to the Borrowers after the beginning of such fiscal quarter and prior to the end of the Curable Period in the calculation of Consolidated EBITDA and Consolidated EBITDAR, with respect to Sections 7.13 and 7.14, and unrestricted cash and Cash Equivalents, with respect to Section 7.15 (the “ Cure Amount ”). Upon the receipt by the Borrowers of cash equity (other than Disqualified Capital Stock) in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right, the Financial Cure Covenants shall be recalculated giving effect to the following pro forma adjustments:

(ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of the Financial Cure Covenants, the Borrowers shall be deemed to have satisfied the requirements of the Financial Cure Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Cure Covenants which had occurred shall be deemed cured for all purposes of this Agreement.

(b) Limitations on Exercise of Cure Right, etc . Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers be entitled to exercise the Cure Right more than twice in any consecutive four quarter period or more than three times during the term of this Agreement; (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period, would cause the Borrowers to be in compliance with the Financial Cure Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account of receipt of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from the Borrower Agent that it intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any fiscal quarter (the “ Notice of Intent to Cure ”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 5.1(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.13, Section 7.14 or Section 7.15, as applicable, in respect of the period ending on the last day of such fiscal quarter.

SECTION 8. EVENTS OF DEFAULT

In case of the happening of any of the following events (“ Events of Default ”):

(a) any representation or warranty made or deemed made in or in connection with any Loan Document hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been incorrect, false or misleading in any material respect when so made, deemed made or furnished;

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Loan or any fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of 3 Business Days;

(d) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section 5.1, Section 5.2(a)(i), Section 6.1 (solely with respect to the Borrowers), Section 6.9, Section 6.14 or in Section 7;

(e) default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which a Responsible Officer of any Loan Party becomes aware of such failure and (ii) the date on which notice thereof shall have been given to any Borrower from the Administrative Agent or the Required Lenders;

(f) (i) the Parent Companies, the Borrowers or any of the Restricted Subsidiaries shall fail to pay any principal or interest, regardless of amount, due beyond any grace period in respect of any Material Indebtedness, when and as the same shall become due and payable, or (ii) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, or of a substantial part of the property or assets of the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, under Title 11 of the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries or for a substantial part of the property or assets of the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries or (iii) the winding-up or

liquidation of the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, and in the case of clauses (i), (ii) and (iii), such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries or for a substantial part of the property or assets of the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(i) one or more judgments, orders or decrees shall be rendered against the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, or any combination thereof and the same shall remain undischarged for a period of 6 0 consecutive days during which execution shall not be effectively vacated, discharged, bonded or stayed, or any writ or warrant of attachment or similar process shall be entered or filed upon assets or properties of the Parent Companies, the Borrowers, or any of the Subsidiaries to enforce any such judgment, order or decree and such judgment, order and decree is for the payment of money in an aggregate amount in excess of $ 3 0,000,000 (net of any amounts covered by applicable insurance or self-insurance);

(j) an ERISA Event shall have occurred that when taken together with all other such ERISA Events, could reasonably be expected to result in a liability of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in an aggregate amount exceeding $ 3 0,000,000;

(k) except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or as otherwise expressly permitted under any Loan Document, (i) as a result of any action or inaction by a Loan Party, any material provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party that is a party thereto, (ii) as a result of any action or inaction by a Loan Party, any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any material portion of the Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, or (iii) any Loan Party shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred;

(l) there shall have occurred a Change of Control;

(m) the formal written revocation or termination by any Governmental Authority of any Primary License related to Healthcare Facilities to the extent any such revocations or terminations, in the aggregate, c ould reasonably be expected to result in a Material Adverse Effect; or

(n) there shall have occurred any event of default under any Material Master Lease;

then, and in every such event (other than an event with respect to the Borrowers described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrowers described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding.

SECTION 9. THE AGENTS

9.1. Appointment . Each Lender hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Barclays hereby accepts such appointment. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

9.2. Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facility as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.3. Exculpatory Provisions . (a) No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, no Agent shall: (i) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) have any duty to take any discretionary action or exercise any discretionary powers, except (in the case of the Administrative Agent) discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided

for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and (iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8 and Section 10.1), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default unless and until the Administrative Agent shall have received written notice from a Lender or the Borrower Agent referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”

(c) No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than (in the case of the Administrative Agent) to confirm receipt of items expressly required to be delivered to it

9.4. Reliance by the Agents . Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing that by its terms shall be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to any such Borrowing. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.5. Non-Reliance on Agents and Other Lenders . Each Lender expressly acknowledges that neither the Agents nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agents hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.

Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.6. Indemnification . Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligations of any Loan Party to do so) on a pro rata basis (determined as of the time that the applicable payment is sought based on each Lender’s ratable share at such time) and hold harmless each Agent-Related Person against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct (and no action taken in accordance with the directions of the Required Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights and responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower.

To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any U.S. federal income Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold U.S. federal income Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, U.S. federal income Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all reasonable costs and out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred in connection therewith.

9.7. Agent in Its Individual Capacity . Any Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent hereunder, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the

financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

9.8. Successor Agents . The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall appoint from among the Lenders a successor agent (which may be an Affiliate of a Lender), with the consent of the Borrowers at all times other than during the existence of an Event of Default under Sections 8.1(b), (c), (g) or (h) (which consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

9.9. Authorization to Release Liens and Guarantees . The Agents are hereby irrevocably authorized by each of the Lenders to effect any release or subordination of Liens or Guarantee Obligations contemplated by Section 10.15 without further action or consent by the Lenders.

9.10. Lead Arrangers . None of the Lead Arrangers or Syndication Agent (other than the Administrative Agent) identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, or a Lender hereunder. Without limiting any other provision of this Article, none of the Lead Arrangers or Syndication Agent in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender or any other Person by reason of this Agreement or any other Loan Document.

9.11. Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrowers, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent

shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due to the Lenders, and the Administrative Agent under Sections 2.6 and 10.5(a)) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.6 and 10.5(a).

SECTION 10. MISCELLANEOUS

10.1. Amendments and Waivers.

(a) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section. The Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding or deleting any provisions to this Agreement or the other Loan Documents or otherwise changing in any manner the rights or obligations of the Agents, the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided , however , that no such waiver and no such amendment, supplement or modification shall (i) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan or the Commitment Termination Date, extend the scheduled date or reduce the amount of any amortization payment in respect of any Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial ratios in this Agreement , waiver (or amendment to the terms) of any mandatory prepayment or waiver of post-default rates of interest shall not constitute a reduction in the rate of interest or fees or the forgiveness or reduction of principal or interest for purposes of this clause (i)) or extend the scheduled date of any payment thereof, in each case without the written consent of each Lender directly and adversely affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section without the written consent of such Lender; (iii) reduce any percentage specified in the definition of “Required Lenders”, consent to the assignment or transfer by the Borrowers of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of paragraph (a) or (b) of Section 2.14 without the written consent of each Lender directly and adversely

affected thereby; (v) amend, modify or waive any provision of Section 9 without the written consent of the Agents; or (vi) amend the assignment provisions of Section 10.6 to make such provisions more restrictive without the written consent of each Lender directly and adversely affected thereby.

(c) Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing unless limited by the terms of such waiver, but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent on any such subsequent or other Default or Event of Default

(d) Notwithstanding the foregoing, this Agreement may be amended upon the request of the Borrowers, and without the consent of any other Lender to provide for relevant Replacement Loans (as defined below) in order to permit the refinancing of all outstanding Loans (“ Refinanced Loans ”) with a replacement term loan tranche hereunder (“ Replacement Loans ”); provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans plus interest and fees and the amount of any reasonable fees and expenses incurred in connection with such refinancing, (ii) the Applicable Margin for such Replacement Loans during the period prior to the maturity of such Refinanced Loans shall not be higher than the Applicable Margin for such Refinanced Loans, (iii) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing, (iv) until the non-extended Loans have been paid in full, all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing (and subject to the terms of the Intercreditor Agreement) and (v) each Lender under the applicable tranche or tranches of Loans being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such tranche or tranches; provided that no existing Lender will have any obligation to commit to any such extension.

(e) In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision or provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within 10 Business Days following receipt of notice thereof.

10.2. Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or 3 Business Days after being

deposited in the mail, postage prepaid, or, in the case of telecopy notice or, subject to the last sentence of this Section, email notice, when received, addressed as follows in the case of the Parent Companies , the Borrowers, the Agents, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Parent Companies and t he Borrowers:

Genesis Healthcare LLC
101 East State Street
Kennett Square, PA 19348 USA
Att e n tion : Michael Sherman, Senior Vice

President and General Counsel

Telephone: 610-444-6350
Facsimile: 484-733-5449
E-mail: michael.sherman@genesishcc.com

Administrative Agent and Collateral Agent:

Barclays
745 7th Avenue, 27th Floor
New York, NY, 10019
Attention: Diane Rolfe, Lisa Minigh
Telephone: 212-526-1109; 212-526-1524
Facsimile: 646-758-5957; 212-526-5115
E-mail: diane.rolfe@barclays.com;
lisa.minigh@barclays.com

For Administrative Requests:
Barclays
1301 Avenue of the Americas, 9th Floor
New York, NY 10019
Attention: Sookie Siew
Phone: 212-320-7205
Fax: 917-522-0569
Email: xrausloanops5@barclays.com

provided that any notice, request or demand to or upon the Agents, the Lenders, the Parent Companies or the Borrowers shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agents; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Agents and the applicable Lender. Each of the Agents may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

10.3. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4. Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5. Payment of Expenses; Indemnification; Limitation of Liability . (a) The Borrowers agree (i) to pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (ii) to pay or reimburse each Lender, the Agents and the Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one primary counsel to the Lead Arrangers, each Lender and the Agents, taken as a whole (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Person), and other advisors and professionals engaged by the Administrative Agent or the Lead Arrangers in connection with enforcement proceedings, (iii) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (iv) to pay, indemnify or reimburse each Lender, each Agent, the Lead Arrangers and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “ Indemnitee ”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any actual or prospective claim, action or proceeding (including any investigation of, preparation for, or defense of any pending or threatened claim, action or proceeding) relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the making of any Loan, the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to, or any Environmental Claims related to, the operations of the Parent Companies , the Borrowers, any of their Subsidiaries or any of the Properties and the fees and disbursements and other charges of one legal counsel for all such Indemnitees, taken as a whole (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Indemnitee) in connection therein (all the foregoing in this clause (iv), collectively, the “ Indemnified Liabilities ”) regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person; provided that neither the Parent Companies nor the Borrowers shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from gross

negligence or willful misconduct of such Indemnitee or material breach in bad faith of this Agreement by such Indemnitee, in each case, as determined in a final non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrowers pursuant to this Section shall be submitted to the Borrowers at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Obligations.

(b) In no event shall any Agent-Related Person have any liability to any Loan Party, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort or contract or otherwise) arising out of any Loan Party’s or any Agent-Related Person’s transmission of approved electronic communications through the internet or any use of any E-System, except to the extent such liability of any Agent-Related Person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct; provided that in no event shall any party hereto have any liability to any other Person for indirect, special, incidental, consequential damages or punitive damages (as opposed to direct or actual damages); provided , further , that the foregoing shall not limit the Borrowers’ indemnification obligations to the Indemnitees pursuant to Section 10.5(a) in respect of damages incurred or paid by an Indemnitee to a third party. .

10.6. Successors and Assigns; Participations and Assignments . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b) (i) Subject to the conditions set forth in paragraphs (b)(ii) and (c) below, any Lender may assign to one or more assignees other than the Parent Companies (each, an “ Assignee ”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrowers; provided that no consent of the Borrowers shall be required for (x) an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below); (y) if an Event of Default pursuant to Sections 8.1(b), (c), (g) or (h) has occurred and is continuing, any other Person; or (z) in connection with the primary syndication of the Facility hereunder; provided , further , that the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund ( provided that the Administrative Agent shall acknowledge any such assignment).

(ii) Assignments shall be subject to the following additional conditions:

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assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000 in the case of any assignment in respect of the Facility, unless the Borrowers and the Administrative Agent otherwise consent; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall not be payable by the Parent Companies or any of their Affiliates); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

For the purposes of this Section, “ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) (i) an entity or an Affiliate of an entity that administers or manages a Lender or (ii) an entity or an Affiliate of an entity that is the investment advisor to a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5(a)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) (i) The Administrative Agent, acting as agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 10.6(b) and Section 2.5, shall establish and maintain at its address referred to in Section 10.2 (or at such other address as the Administrative Agent may notify the Borrowers) (A) a record of ownership (the “ Register ”) in which the Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Administrative Agent and each Lender in the Obligations, each of their obligations under this Agreement to participate in each Loan and any assignment of any such interest, obligation or right and (B) accounts in the applicable Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 2.20 and Section 10.6), (2) the Commitments of each applicable Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, for Eurodollar Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid with respect to Loans recorded in the applicable Register and (5) any other payment received by the Administrative Agent from the Borrowers and its application to the Obligations.

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this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Notwithstanding anything else to the contrary contained in this Agreement, (x) any Lender may assign all or a portion of its Loans to any Person who, after giving effect to such assignment, would be an Affiliated Lender or a Purchasing Borrower Party in accordance with Section 10.6(b) and (y) the Parent Companies, the Borrowers and any Restricted Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a non- pro rata basis through Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrowers and the Administrative Agent (or other applicable agent managing such auction); provided that:

(ii) no Default or Event of Default has occurred and is continuing or would result therefrom;

(iii) the assigning Lender and Affiliated Lender or Purchasing Borrower Party purchasing such Lender’s Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment and assumption agreement substantially in the form of Exhibit E-2 hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Acceptance;

(iv) any Loans assigned to any Purchasing Borrower Party (or purchased or prepaid by the Parent Companies, the Borrowers or any Restricted Subsidiary acting in accordance with this Section 10.6(c) ) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(v) no Loan may be assigned to an Affiliated Lender pursuant to this Section 10.6(c), if after giving effect to such assignment, Affiliated Lenders together in the aggregate would own in excess of 20% of the aggregate principal amount of the Loans then outstanding and any assignments to Affiliated Lenders that would cause the Affiliated Lenders in the aggregate to hold in excess of 20% of the aggregate principal amount of the Loans then outstanding shall be deemed void ab initio and the Register shall be modified to reflect a reversal of such assignment;

(vi) such Affiliated Lender or Purchasing Borrower Party represents and warrants that it is not in possession of material non-public information within the meaning of the United States federal securities laws with respect to the Parent Companies, the Borrowers or any of the Restricted Subsidiaries, or the respective securities of any of the foregoing, at the time of such purchase that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to the Parent Companies, the Borrowers or any of the Restricted Subsidiaries) prior to such time; and

(vii) any assignment to a Purchasing Borrower Party or any purchase or prepayment of the Loans to the Parent Companies, the Borrowers and the Restricted Subsidiaries through Dutch auction procedures, in each case, shall be in an amount of no more than $5,000,000 and no more than $10,000,000 of the Loans may be assigned to a Purchasing Borrower Party or purchased or prepaid through Dutch auction procedures in the aggregate.

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any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders) or (III) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(e) Notwithstanding anything in Section 10.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the “Required Lenders” have (I) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (II) otherwise acted on any matter related to any Loan Document or (III) directed or required the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans held by any Affiliated Lender shall be deemed to have voted in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders for all purposes of calculating whether the Required Lenders have taken any actions; provided that this clause (e) shall not apply with respect to any amendment, modification, waiver or consent (x) described in clauses (i) — (iv) of Section 10.1(a) or (y) that disproportionately, directly and adversely affects such Affiliated Lender.

(f) Each Affiliated Lender hereby agrees that if a case under Title 11 of the Bankruptcy Code is commenced against any Loan Party, each such Affiliated Lender shall consent to provide that the vote of such Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall be deemed to be without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders, except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Affiliated Lender in a manner that is less favorable in any respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrowers. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (f).

(g) In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the number of Affiliated Lenders or the aggregate amount of Loans or Incremental Loans held by Affiliated Lenders.

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Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section (but, with respect to any particular Participant, to no greater extent than the Lender that sold the participation to such participant except to the extent such participation is made with the Borrowers’ prior written consent). Each Lender having sold a participation shall maintain a register on which it records the name and address of each Participant and the amounts of such Participant’s participation interest in the Loan and/or the Commitment.

(i) A Participant shall not be entitled to receive any greater payment under Sections 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent to such greater amounts. No Participant shall be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(d) or (e), as (and to the extent) applicable, as if such Participant were a Lender.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(i) Any Lender may, without the consent of or notice to the Administrative Agent or the Borrowers, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to (i) a Federal Reserve Bank or (ii) any holder of, or trustee for the benefit of the holders of, such Lender’s Capital Stock, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, and all warrants, options and other rights to acquire the foregoing, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. The Borrowers, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in this paragraph ( i ).

10.7. Adjustments; Set-off . (a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of the Obligations owing to it,

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or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Sections 8(g) or (h), or otherwise), other than in connection with assignments hereunder, in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right after an Event of Default has occurred and is continuing, without prior notice to the Borrower Agent, any such notice being expressly waived by the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) after the expiration of any cure or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts, employee benefit accounts, payroll, petty cash, tax and withholding accounts and the like), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrowers . Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender. Each Lender agrees promptly to notify the Borrower Agent and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.8. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or Lender Addendum by facsimile transmission or by electronic mail in “portable document format” shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

10.9. Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10. Integration . This Agreement and the other Loan Documents represent the entire agreement of the Parent Companies, the Borrowers, the Agents and the Lenders with respect to the subject matter hereof and thereof.

10.11. GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12. Submission to Jurisdiction; Waivers . Each of the Parent Companies and the Borrowers hereby irrevocably and unconditionally:

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(a) agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against the Administrative Agent, any Lender, any Related Party of any of the foregoing, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in a forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrowers or its properties in the courts of any jurisdiction;

(b) waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

10.13. Acknowledgments . Each of the Parent Companies and the Borrowers hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) (i) neither the Agents nor any Lender has any fiduciary relationship with or duty to either the Parent Companies or the Borrowers arising out of or in connection with this Agreement or any of the other Loan Documents, (ii) the relationship between the Agents and Lenders, on one hand, and the Parent Companies and the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor and (iii) waives, to the fullest extent permitted by applicable law, any claims it may have against any Agent or Lender in respect of such fiduciary relationship claim; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Parent Companies , the Borrowers and the Lenders.

106

10.14. Confidentiality . The Agents and the Lenders agree to treat any and all information, regardless of the medium or form of communication, that is disclosed, provided or furnished, directly or indirectly, by or on behalf of the Parent Companies or any of their affiliates, whether in writing, orally, by observation or otherwise and whether furnished before or after the Closing Date (“ Confidential Information ”), strictly confidential and not to use Confidential Information for any purpose other than evaluating the Transactions and negotiating, making available, syndicating and administering this Agreement (the “ Agreed Purposes ”). Without limiting the foregoing, each Agent and each Lender agrees to maintain the confidentiality of all Confidential Information, and each Agent and each Lender agrees not to disclose Confidential Information, at any time, in any manner whatsoever, directly or indirectly, to any other Person whomsoever, except (1) to its directors, officers, employees, counsel, trustees, agents and other advisors (collectively, the “ Representatives ”), to the extent necessary to permit such Representatives to assist in connection with the Agreed Purposes, and in each case who are informed of the confidential nature of the information and agree to observe and be bound by this Section, (2) to prospective Lenders and participants in connection with the syndication (including secondary trading) of the Facility and Commitments and Loans hereunder, in each case who are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality terms, (3) upon the request or demand of any Governmental Authority having or purporting to have jurisdiction over it, (4) in response to any order of any Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (5) in connection with any litigation or similar proceeding relating to the Facility, (6) that has been publicly disclosed other than in breach of this Section, (7) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (8) to the extent necessary or customary for inclusion in league table measurements or (9) to the extent reasonably required or necessary, in connection with the exercise of any remedy under the Loan Documents. Notwithstanding the foregoing provisions herein to the contrary, no protected health information, as defined under HIPAA, shall be used or disclosed hereunder in compliance with the HIPAA.

10.15. Release of Collateral and Guarantee Obligations; Subordination of Liens . (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with any Disposition of Property permitted by the Loan Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released and (ii) upon the request of the Borrowers, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrowers or any of their Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.

107

or not on the date of such release there may be outstanding Obligations in respect of Specified Hedge Agreements or Cash Management Documents or contingent or indemnification obligations not then asserted or due. Any such release of Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

10.16. Accounting Changes . In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of the financial ratios, standards or terms in this Agreement, then the Parent Companies , the Borrowers and the Agents agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Parent Companies ’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent Companies , the Borrowers, the Agents and the Required Lenders, the financial ratios and all standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC and shall include changes in the determination of whether a lease is a capital lease or an operating lease under GAAP.

10.17. WAIVERS OF JURY TRIAL . EACH OF THE PARENT COMPANIES , THE BORROWERS, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.18. USA PATRIOT ACT . Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.

10.19. Delivery of Lender Addenda . Each Lender (other than any Lender whose name appears on the signature pages to this Agreement) shall become a party to this Agreement by delivering to the Agents a Lender Addendum duly executed by such Lender.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

108

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GENESIS HEALTHCARE LLC,
as Borrower Agent

By:		/s/ Michael S. Sherman
		Name:	Michael S. Sherman
		Title:	Senior Vice President and Secretary


SUN HEALTHCARE GROUP, INC.,
as Borrower

By:			/s/ Michael S. Sherman
		Name:	Michael S. Sherman
		Title:	Senior Vice President and Secretary


FC-GEN OPERATIONS INVESTMENT, LLC
as LLC Parent

By:			/s/ Michael S. Sherman
		Name:	Michael S. Sherman
		Title:	Secretary


GEN OPERATIONS I, LLC
as Parent

By:			/s/ Michael S. Sherman
		Name:	Michael S. Sherman
		Title:	Secretary


GEN OPERATIONS II, LLC,
as Holdings

By:			/s/ Michael S. Sherman
	Name:		Michael S. Sherman
	Title:		Secretary

BARCLAYS BANK PLC,
as Administrative Agent and Lender

By:		/s/ Michael Mozer
	Name:	Michael Mozer
	Title:	Vice President

110

Appendix A

Initial Commitment

Lender	Initial Commitment
Barclays Bank PLC	$	325,000,000
Total	$	325,000,000

111

Exhibit 10.16

AMENDMENT NO. 1 TO TERM LOAN AGREEMENT

This Amendment No. 1 to Term Loan Agreement, dated as of January 21, 2014 (this “ Amendment ”), is among FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“ LLC Parent ”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“ Parent ”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“ Holdings ”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (the “ Genesis Borrower ”), SUN HEALTHCARE GROUP, INC., a Delaware corporation (the “ Sun Borrower ”, and together with the Genesis Borrower, the “ Borrowers ”), each of the entities listed on Annex A hereto (together with the Borrowers, Holdings, Parent, and LLC Parent, the “ Amendment Parties ”), the Lenders party hereto and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “ Administrative Agent ”) under the Credit Agreement (as defined below).

W I T N E S S E T H :

WHEREAS , reference is made to the Term Loan Agreement, dated as of December 3, 2012 (as amended, restated, extended, supplemented, modified and otherwise in effect to the date hereof, the “ Credit Agreement ”), among, inter alios , the Borrowers, Holdings, Parent, and LLC Parent, each lender from time to time party thereto and the Administrative Agent;

WHEREAS , the Borrowers have requested that certain amendments be made to the Credit Agreement to, among other things, reflect changes to the prepayment terms, the use of the Available Amount for Restricted Payments and the financial covenants thereunder; and

WHEREAS , subject to the terms and conditions set forth in this Amendment, in order to effect the foregoing and to modify the Credit Agreement as contained herein, the Amendment Parties party thereto and the Lenders party hereto are willing to agree to such modification relating to the Credit Agreement .

NOW THEREFORE , in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties, the Administrative Agent and the Lenders party hereto hereby agree as follows:

Section 1. Defined Terms . All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement. The rules of interpretation set forth in Section 1.2 of the Credit Agreement shall apply to this Amendment, mutatis mutandis , as if set forth herein. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” and “this Credit Agreement” (and indirect references such as “hereunder,” “hereby,” “herein,” and “hereof”) shall be deemed to be references to the Credit Agreement as amended by this Amendment. This Amendment shall be construed in connection with and as part of the Credit Agreement.

Section 2. Amendments to the Credit Agreement . Subject to the satisfaction of the conditions set forth in Section 3 hereof , each of the parties hereto agrees that, effective as of the Amendment No. 1 Effective Date (as defined in Section 3 below) , the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 3. Conditions to Effectiveness . This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “ Amendment No. 1 Effective Date ”):

(a) Executed Amendment No. 1 to Credit Agreement. The Administrative Agent shall have received one or more counterparts of this Amendment duly executed by the Amendment Parties, the Administrative Agent and the Required Lenders.

(b) Execution of amendment to ABL Credit Agreement. The Administrative Agent shall have received a corresponding amendment to the ABL Credit Agreement acceptable to the Administrative Agent.

(c) Amendment Fee. The Administrative Agent shall have received, for the benefit of each of the Lenders that have executed this Amendment on the Amendment No. 1 Effective Date, a fully-earned, non-refundable amendment fee equal to 1.50% of the outstanding principal amount of the Term Loans held by such Lender.

(d) Fees and Expenses . The Borrowers shall have paid in full, in immediately available funds, (x) to the extent invoiced at least 1 Business Day prior to the Amendment No. 1 Effective Date, all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented out-of-pocket legal fees and expenses of one primary counsel and, if necessary, one firm of counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) to be paid by it to the Administrative Agent in connection with the arrangement, preparation, negotiation and execution of this Amendment and the fee letter (the “ Fee Letter ”) between the Genesis Borrower and the Administrative Agent or its affiliate in connection herewith and (y) any and all fees owed under the Fee Letter.

(e) Representations and Warranties; No Default. E ach of the representations and warranties in Section 4 hereof shall be true and correct in all respects on and as of this date as if made on and as of this date.

Section 4. Representations and Warranties . To induce the Administrative Agent and the Lenders to enter into this Amendment, each Amendment Party hereby represents and warrants to the Administrative Agent and the Lenders that:

(a) Before and after giving effect to this Amendment, the representations and warranties of such Amendment Party contained in the Credit Agreement and any other Loan Document are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date ( provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar materiality qualifier is true and correct in all respects on and as of this date or such earlier date, as applicable).

(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

other than those that (x) have been permanently waived or consented to in writing by the applicable counterparty or (y) would not, in the aggregate, have a Material Adverse Effect and (iii) does not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person other than (A) those which the failure to obtain would not result in a Material Adverse Effect and (B) those that have been, or will be prior to the Effective Date, obtained.

(d) From and after its delivery to the Administrative Agent, the Amendment that has been duly executed and delivered to the other parties thereto by each Amendment Party thereto, is the legal, valid and binding obligation of each such Amendment Party and is enforceable against each such Amendment Party in accordance with its terms except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally.

Section 5. Miscellaneous .

(a) Confirmation of Loan Documents . Except as expressly set forth in this Amendment, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect and the Loan Parties shall continue to be bound by all of such terms and provisions. The Credit Agreement, together with this Amendment, shall be read and construed as a single agreement. All references in the Loan Documents to the Credit Agreement shall hereafter refer to the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document.

(b) Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

(c) Limitation of this Amendment . The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as expressly provided herein, this Amendment shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Administrative Agent, the Lead Arrangers or Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, except as specifically set forth herein.

(d) Captions . Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

(e) GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE JURISDICTION AND WAIVER OF RIGHT TO TRIAL BY JURY PROVISIONS

IN SECTIONS 10.12 AND 10.17 OF THE CREDIT AGREEMENT ARE INCORPORATED, MUTATIS MUTANDIS, HEREIN BY REFERENCE.

(f) Counterparts . This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or by electronic mail in “portable document format” shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

(g) Successors and Assigns . The provisions of this Amendment shall be binding upon and inure to the sole benefit of the Loan Parties, the Administrative Agent and the Lenders and their respective successors and assigns.

(h) References . Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

BARCLAYS BANK PLC , as Administrative Agent


By:	/s/ Diane Rolfe
	Name:	Diane Rolfe
	Title:	Director

SIGNATURE PAGE TO AMENDMENT NO. 1

[Lender Signature Pages on File with the Administrative Agent]

SIGNATURE PAGE TO AMENDMENT NO. 1

Accepted and Agreed:


FC-GEN OPERATIONS INVESTMENT, LLC
GEN OPERATIONS I, LLC
GEN OPERATIONS II, LLC


By:	/s/ Michael S. Sherman
Name:	Michael S. Sherman
Title:	Secretary


GENESIS HEALTHCARE LLC
SUN HEALTHCARE GROUP, INC.


By:	/s/ Michael S. Sherman
Name:	Michael S. Sherman
Title:	Senior Vice President


EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO :

By: GENESIS HEALTHCARE LLC ,
its authorized agent


By:	/s/ Michael S. Sherman
Name:	Michael S. Sherman
Title:	Senior Vice President

SIGNATURE PAGE TO AMENDMENT NO. 1

ANNEX I

1 EMERSON DRIVE NORTH OPERATIONS LLC

1 EMERSON DRIVE SOUTH OPERATIONS LLC

1 MAGNOLIA DRIVE OPERATIONS LLC

1 SUTPHIN DRIVE OPERATIONS LLC

10 WOODLAND DRIVE OPERATIONS LLC

100 CHAMBERS STREET OPERATIONS LLC

100 EDELLA ROAD OPERATIONS LLC

1000 ASSOCIATION DRIVE OPERATIONS LLC

1000 LINCOLN DRIVE OPERATIONS LLC

1000 ORWIGSBURG MANOR DRIVE OPERATIONS LLC

1000 SCHUYLKILL MANOR ROAD OPERATIONS LLC

101 13TH STREET OPERATIONS LLC

1020 SOUTH MAIN STREET OPERATIONS LLC

106 TYREE STREET OPERATIONS LLC

1080 SILVER LAKE BOULEVARD OPERATIONS LLC

11 DAIRY LANE OPERATIONS LLC

1100 NORMAN ESKRIDGE HIGHWAY OPERATIONS LLC

1104 WELSH ROAD OPERATIONS LLC

1113 NORTH EASTON ROAD OPERATIONS LLC

1145 POQUONNOCK ROAD OPERATIONS LLC

115 EAST MELROSE AVENUE OPERATIONS LLC

115 SUNSET ROAD OPERATIONS LLC

1201 RURAL AVENUE OPERATIONS LLC

1203 WALKER ROAD OPERATIONS LLC

12-15 SADDLE RIVER ROAD OPERATIONS LLC

12325 NEW HAMPSHIRE AVENUE DIALYSIS SERVICES LLC

12325 NEW HAMPSHIRE AVENUE OPERATIONS LLC

1245 CHURCH ROAD OPERATIONS LLC

125 HOLLY ROAD OPERATIONS LLC

1251 RURAL AVENUE OPERATIONS LLC

128 EAST STATE STREET ASSOCIATES, LLC

1361 ROUTE 72 WEST OPERATIONS LLC

140 PRESCOTT STREET OPERATIONS LLC

1400 WOODLAND AVENUE OPERATIONS LLC

150 EDELLA ROAD OPERATIONS LLC

1515 LAMBERTS MILL ROAD OPERATIONS LLC

1526 LOMBARD STREET SNF OPERATIONS LLC

1539 COUNTRY CLUB ROAD OPERATIONS LLC

1543 COUNTRY CLUB ROAD MANOR OPERATIONS LLC

16 FUSTING AVENUE OPERATIONS LLC

161 BAKERS RIDGE ROAD OPERATIONS LLC

1631 RITTER DRIVE OPERATIONS LLC

1680 SPRING CREEK ROAD OPERATIONS LLC

1700 PINE STREET OPERATIONS LLC

1700 WYNWOOD DRIVE OPERATIONS LLC

1718 SPRING CREEK ROAD OPERATIONS LLC

175 BLUEBERRY LANE OPERATIONS LLC

1785 SOUTH HAYES STREET OPERATIONS LLC

1801 TURNPIKE STREET OPERATIONS LLC

1801 WENTWORTH ROAD OPERATIONS LLC

184 BETHLEHEM PIKE OPERATIONS LLC

2 DEER PARK DRIVE OPERATIONS LLC

20 MAITLAND STREET OPERATIONS LLC

20 SUMMIT STREET OPERATIONS LLC

200 MARTER AVENUE OPERATIONS LLC

200 REYNOLDS AVENUE OPERATIONS LLC

200 SOUTH RITCHIE AVENUE OPERATIONS LLC

Annex I

201 WOOD STREET OPERATIONS LLC

205 ARMSTRONG AVENUE OPERATIONS LLC

2101 FAIRLAND ROAD OPERATIONS LLC

22 SOUTH STREET OPERATIONS LLC

22 TUCK ROAD OPERATIONS LLC

2240 WHITE HORSE MERCERVILLE ROAD OPERATIONS LLC

225 EVERGREEN ROAD OPERATIONS LLC

227 EVERGREEN ROAD OPERATIONS LLC

227 PLEASANT STREET OPERATIONS LLC

2305 RANCOCAS ROAD OPERATIONS LLC

239 PLEASANT STREET OPERATIONS LLC

24 OLD ETNA ROAD OPERATIONS LLC

24 TRUCKHOUSE ROAD OPERATIONS LLC

240 BARKER ROAD OPERATIONS LLC

25 EAST LINDSLEY ROAD OPERATIONS LLC

25 RIDGEWOOD ROAD OPERATIONS LLC

2507 CHESTNUT STREET OPERATIONS LLC

2601 EVESHAM ROAD OPERATIONS LLC

262 TOLL GATE ROAD OPERATIONS LLC

2720 CHARLES TOWN ROAD OPERATIONS LLC

290 HANOVER STREET OPERATIONS LLC

290 RED SCHOOL LANE OPERATIONS LLC

292 APPLEGARTH ROAD OPERATIONS LLC

3 INDUSTRIAL WAY EAST OPERATIONS LLC

3 PARK DRIVE OPERATIONS LLC

30 PRINCETON BOULEVARD OPERATIONS LLC

30 WEBSTER STREET OPERATIONS LLC

30 WEST AVENUE OPERATIONS LLC

300 COURTRIGHT STREET OPERATIONS LLC

3000 BALFOUR CIRCLE OPERATIONS LLC

3001 EVESHAM ROAD OPERATIONS LLC

302 CEDAR RIDGE ROAD OPERATIONS LLC

32 HOSPITAL HILL ROAD OPERATIONS LLC

3227 BEL PRE ROAD OPERATIONS LLC

330 FRANKLIN TURNPIKE OPERATIONS LLC

331 HOLT LANE OPERATIONS LLC

333 GRAND AVENUE OPERATIONS LLC

333 GREEN END AVENUE OPERATIONS LLC

3330 WILKENS AVENUE OPERATIONS LLC

336 SOUTH WEST END AVENUE OPERATIONS LLC

3485 DAVISVILLE ROAD OPERATIONS LLC

35 MARC DRIVE OPERATIONS LLC

35 MILKSHAKE LANE OPERATIONS LLC

350 HAWS LANE OPERATIONS LLC

390 RED SCHOOL LANE OPERATIONS LLC

4 HAZEL AVENUE OPERATIONS LLC

40 PARKHURST ROAD OPERATIONS LLC

400 GROTON ROAD OPERATIONS LLC

4140 OLD WASHINGTON HIGHWAY OPERATIONS LLC

422 23RD STREET OPERATIONS LLC

438 23RD STREET OPERATIONS LLC

44 KEYSTONE DRIVE OPERATIONS LLC

440 NORTH RIVER STREET OPERATIONS LLC

450 EAST PHILADELPHIA AVENUE OPERATIONS LLC

455 BRAYTON AVENUE OPERATIONS LLC

462 MAIN STREET OPERATIONS LLC

464 MAIN STREET OPERATIONS LLC

4901 NORTH MAIN STREET OPERATIONS LLC

5 ROLLING MEADOWS DRIVE OPERATIONS LLC

50 MULBERRY TREE STREET OPERATIONS LLC

500 EAST PHILADELPHIA AVENUE OPERATIONS LLC

500 SOUTH DUPONT BOULEVARD OPERATIONS LLC

5101 NORTH PARK DRIVE OPERATIONS LLC

515 BRIGHTFIELD ROAD OPERATIONS LLC

525 GLENBURN AVENUE OPERATIONS LLC

530 MACOBY STREET OPERATIONS LLC

536 RIDGE ROAD OPERATIONS LLC

54 SHARP STREET OPERATIONS LLC

5485 PERKIOMEN AVENUE OPERATIONS LLC

549 BALTIMORE PIKE OPERATIONS LLC

55 COOPER STREET OPERATIONS LLC

550 GLENWOOD OPERATIONS LLC

5501 PERKIOMEN AVENUE OPERATIONS LLC

56 WEST FREDERICK STREET OPERATIONS LLC

59 HARRINGTON COURT OPERATIONS LLC

590 NORTH POPLAR FORK ROAD OPERATIONS LLC

600 PAOLI POINTE DRIVE OPERATIONS LLC

6000 BELLONA AVENUE OPERATIONS LLC

6040 HARFORD ROAD OPERATIONS LLC

61 COOPER STREET OPERATIONS LLC

610 DUTCHMAN’S LANE OPERATIONS LLC

613 HAMMONDS LANE OPERATIONS LLC

625 STATE HIGHWAY 34 OPERATIONS LLC

63 COUNTRY VILLAGE ROAD OPERATIONS LLC

642 METACOM AVENUE OPERATIONS LLC

65 COOPER STREET OPERATIONS LLC

650 EDISON AVENUE OPERATIONS LLC

660 COMMONWEALTH AVENUE OPERATIONS LLC

677 COURT STREET OPERATIONS LLC

699 SOUTH PARK ROAD OPERATIONS LLC

7 BALDWIN STREET OPERATIONS LLC

70 GILL AVENUE OPERATIONS LLC

700 MARVEL ROAD OPERATIONS LLC

700 TOLL HOUSE AVENUE OPERATIONS LLC

700 TOWN BANK ROAD OPERATIONS LLC

710 JULIAN ROAD OPERATIONS LLC

715 EAST KING STREET OPERATIONS LLC

72 SALMON BROOK DRIVE OPERATIONS LLC

723 SUMMERS STREET OPERATIONS LLC

7232 GERMAN HILL ROAD OPERATIONS LLC

735 PUTNAM PIKE OPERATIONS LLC

75 HICKLE STREET OPERATIONS LLC

7520 SURRATTS ROAD OPERATIONS LLC

7525 CARROLL AVENUE OPERATIONS LLC

77 MADISON AVENUE OPERATIONS LLC

7700 YORK ROAD OPERATIONS LLC

777 LAFAYETTE ROAD OPERATIONS LLC

8 ROSE STREET OPERATIONS LLC

80 MADDEX DRIVE OPERATIONS LLC

800 WEST MINER STREET OPERATIONS LLC

8015 LAWNDALE STREET OPERATIONS LLC

810 SOUTH BROOM STREET OPERATIONS LLC

8100 WASHINGTON LANE OPERATIONS LLC

825 SUMMIT STREET OPERATIONS LLC

84 COLD HILL ROAD OPERATIONS LLC

840 LEE ROAD OPERATIONS LLC

841 MERRIMACK STREET OPERATIONS LLC

843 WILBUR AVENUE OPERATIONS LLC

845 PADDOCK AVENUE OPERATIONS LLC

850 PAPER MILL ROAD OPERATIONS LLC

867 YORK ROAD OPERATIONS LLC

8710 EMGE ROAD OPERATIONS LLC

8720 EMGE ROAD OPERATIONS LLC

89 MORTON STREET OPERATIONS LLC

899 CECIL AVENUE OPERATIONS LLC

905 PENLLYN PIKE OPERATIONS LLC

91 COUNTRY VILLAGE ROAD OPERATIONS LLC

9101 SECOND AVENUE OPERATIONS LLC

9109 LIBERTY ROAD OPERATIONS LLC

93 MAIN STREET SNF OPERATIONS LLC

932 BROADWAY OPERATIONS LLC

9701 MEDICAL CENTER DRIVE OPERATIONS LLC

CAPCARE, INC.

CDNTE, INC.

COURTYARD JV LLC

DIANE DRIVE OPERATIONS LLC

FC-GEN HOSPICE HOLDINGS, LLC

FIVE NINETY SIX SHELDON ROAD OPERATIONS LLC

FORTY EIGHT NICHOLS STREET OPERATIONS LLC

FORTY SIX NICHOLS STREET OPERATIONS LLC

FRANKLIN WOODS JV LLC

GENESIS BAYVIEW JV HOLDINGS, LLC

GENESIS CT HOLDINGS LLC

GENESIS DE HOLDINGS LLC

GENESIS DIAMOND OPERATIONS LLC

GENESIS ELDERCARE NETWORK SERVICES, INC.

GENESIS ELDERCARE PHYSICIAN SERVICES, INC.

GENESIS ELDERCARE REHABILITATION SERVICES, INC.

GENESIS HEALTH VENTURES OF NEW GARDEN, INC.

GENESIS HEALTHCARE LLC

GENESIS HOSPITALITY SERVICES LLC

GENESIS IP LLC

GENESIS MA HOLDINGS LLC

GENESIS MD HOLDINGS LLC

GENESIS NH HOLDINGS LLC

GENESIS NJ HOLDINGS LLC

GENESIS OMG OPERATIONS LLC

GENESIS OPERATIONS II LLC

GENESIS OPERATIONS III LLC

GENESIS OPERATIONS IV LLC

GENESIS OPERATIONS LLC

GENESIS OPERATIONS V LLC

GENESIS OPERATIONS VI LLC

GENESIS PA HOLDINGS LLC

GENESIS RI HOLDINGS LLC

GENESIS STAFFING SERVICES LLC

GENESIS VA HOLDINGS LLC

GENESIS VT HOLDINGS LLC

GENESIS WV HOLDINGS LLC

GHC ANCILLARY CORPORATION

GHC DIALYSIS JV LLC

GHC HOLDINGS II LLC

GHC HOLDINGS LLC

GHC JV HOLDINGS LLC

GHC PAYROLL LLC

GHC PROPERTY MANAGEMENT LLC

GHC RANDALLSTOWN DIALYSIS JV LLC

GHC SELECTCARE LLC

GRANITE LEDGES JV LLC

HC 63 OPERATIONS LLC

KENNETT CENTER, L.P.

By: GENESIS HEALTH VENTURES OF NEW GARDEN, INC., its general partner

MAGNOLIA JV LLC

NINE HAYWOOD AVENUE OPERATIONS LLC

ODD LOT LLC

RESPIRATORY HEALTH SERVICES LLC

ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP

By: GENESIS OPERATIONS VI LLC, its general partner

ROUTE 92 OPERATIONS LLC

SADDLE SHOP ROAD OPERATIONS LLC

SAGECARE CONNECTIONS LLC

SALISBURY JV LLC

SR-73 AND LAKESIDE AVENUE OPERATIONS LLC

STATE STREET ASSOCIATES, INC.

STATE STREET ASSOCIATES, L.P.

By: STATE STREET ASSOCIATES, INC., its general partner

STILLWELL ROAD OPERATIONS LLC

THIRTY FIVE BEL-AIRE DRIVE SNF OPERATIONS LLC

THREE MILE CURVE OPERATIONS LLC

WESTWOOD MEDICAL PARK OPERATIONS LLC

1240 PINEBROOK ROAD, LLC

1501 SE 24TH ROAD, LLC

1775 HUNTINGTON LANE, LLC

1980 SUNSET POINT ROAD, LLC

2600 HIGHLANDS BOULEVARD, NORTH, LLC

2900 TWELFTH STREET NORTH, LLC

315 UPPER RIVERDALE ROAD LLC

3865 TAMPA ROAD, LLC

4602 NORTHGATE COURT, LLC

4927 VOORHEES ROAD, LLC

78 OPAL STREET LLC

AMERICARE HEALTH SERVICES CORP.

BELMONT NURSING CENTER, LLC

BRADFORD SQUARE NURSING, LLC

CAREERSTAFF SERVICES CORPORATION

CAREERSTAFF UNLIMITED, INC.

COUNTRYSIDE HOSPICE CARE, INC.

CRESTVIEW NURSING, LLC

FALMOUTH HEALTHCARE, LLC

FLORIDA HOLDINGS I, LLC

FLORIDA HOLDINGS II, LLC

FLORIDA HOLDINGS III, LLC

GRANT MANOR LLC

GREAT FALLS HEALTH CARE COMPANY, L.L.C.

HARBORSIDE CONNECTICUT LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE DANBURY LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE HEALTH I LLC

HARBORSIDE HEALTHCARE, LLC

HARBORSIDE HEALTHCARE ADVISORS LIMITED PARTNERSHIP

By: KHI LLC, its general partner

HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP

By : KHI LLC , its general partner

HARBORSIDE MASSACHUSETTS LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP

By: HARBORSIDE TOLEDO BUSINESS LLC, its general partner

HARBORSIDE NORTH TOLEDO LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE OF DAYTON LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE OF OHIO LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE POINT PLACE, LLC

HARBORSIDE REHABILITATION LIMITED PARTNERSHIP

By: CAREERSTAFF UNLIMITED, INC., its general partner

HARBORSIDE RHODE ISLAND LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE SWANTON, LLC

HARBORSIDE SYLVANIA, LLC

HARBORSIDE TOLEDO BUSINESS LLC

HARBORSIDE TOLEDO LIMITED PARTNERSHIP

By: HARBORSIDE TOLEDO BUSINESS LLC, its general partner

HARBORSIDE TROY, LLC

HBR BARDWELL LLC

HBR BARKELY DRIVE, LLC

HBR BOWLING GREEN LLC

HBR BROWNSVILLE, LLC

HBR CAMPBELL LANE, LLC

HBR DANBURY, LLC

HBR ELIZABETHTOWN, LLC

HBR KENTUCKY, LLC

HBR LEWISPORT, LLC

HBR MADISONVILLE, LLC

HBR OWENSBORO, LLC

HBR PADUCAH, LLC

HBR STAMFORD, LLC

HBR TRUMBULL, LLC

HBR WOODBURN, LLC

HHCI LIMITED PARTNERSHIP

By: HARBORSIDE TOLEDO BUSINESS LLC , its general partner

HUNTINGTON PLACE LIMITED PARTNERSHIP

By: 1775 HUNTINGTON LANE, LLC ,

its general partner

KHI LLC

KLONDIKE MANOR LLC

LEISURE YEARS NURSING, LLC

MARIETTA HEALTHCARE, LLC

MARYLAND HARBORSIDE CORP.

MASHPEE HEALTHCARE, LLC

MASSACHUSETTS HOLDINGS I, LLC

MASTHEAD CORPORATION

OHIO HOLDINGS I, LLC

OWENTON MANOR NURSING, LLC

PEAK MEDICAL ASSISTED LIVING, LLC

PEAK MEDICAL COLORADO NO. 2, INC.

PEAK MEDICAL COLORADO NO. 3, INC.

PEAK MEDICAL FARMINGTON, INC.

PEAK MEDICAL GALLUP, INC.

PEAK MEDICAL IDAHO OPERATIONS, INC.

PEAK MEDICAL LAS CRUCES NO. 2, INC.

PEAK MEDICAL LAS CRUCES, INC.

PEAK MEDICAL MONTANA OPERATIONS, INC.

PEAK MEDICAL NEW MEXICO NO. 3, INC.

PEAK MEDICAL OF BOISE, INC.

PEAK MEDICAL OF COLORADO, LLC

PEAK MEDICAL OF IDAHO, INC.

PEAK MEDICAL OF UTAH, INC.

PEAK MEDICAL OKLAHOMA NO. 1, INC.

PEAK MEDICAL OKLAHOMA NO. 10, LLC

PEAK MEDICAL OKLAHOMA NO. 12, INC.

PEAK MEDICAL OKLAHOMA NO. 4, INC.

PEAK MEDICAL OKLAHOMA NO. 5, INC.

PEAK MEDICAL ROSWELL, INC.

PEAK MEDICAL, LLC

PINE TREE VILLA LLC

PM OXYGEN SERVICES, INC.

PROCARE ONE NURSES, LLC

REGENCY HEALTH SERVICES, INC.

REGENCY NURSING, LLC

RIVERSIDE RETIREMENT LIMITED PARTNERSHIP

By : HARBORSIDE HEALTH I LLC , its general partner

SOLAMOR HOSPICE CORPORATION

SUN HEALTHCARE GROUP, INC.

SUNBRIDGE BECKLEY HEALTH CARE CORP.

SUNBRIDGE BRASWELL ENTERPRISES, INC.

SUNBRIDGE BRITTANY REHABILITATION CENTER, INC.

SUNBRIDGE CARE ENTERPRISES WEST, INC.

SUNBRIDGE CARE ENTERPRISES, INC.

SUNBRIDGE CARMICHAEL REHABILITATION CENTER

SUNBRIDGE CHARLTON HEALTHCARE, LLC

SUNBRIDGE CIRCLEVILLE HEALTH CARE CORP.

SUNBRIDGE CLIPPER HOME OF NORTH CONWAY, INC.

SUNBRIDGE CLIPPER HOME OF PORTSMOUTH, INC.

SUNBRIDGE CLIPPER HOME OF ROCHESTER, INC.

SUNBRIDGE CLIPPER HOME OF WOLFEBORO, INC.

SUNBRIDGE DUNBAR HEALTH CARE CORP.

SUNBRIDGE GARDENDALE HEALTH CARE CENTER, LLC

SUNBRIDGE GLENVILLE HEALTH CARE, INC.

SUNBRIDGE GOODWIN NURSING HOME, INC.

SUNBRIDGE HALLMARK HEALTH SERVICES, INC.

SUNBRIDGE HARBOR VIEW REHABILITATION CENTER

SUNBRIDGE HEALTHCARE, LLC

SUNBRIDGE JEFF DAVIS HEALTHCARE, LLC

SUNBRIDGE MARION HEALTH CARE CORP.

SUNBRIDGE MEADOWBROOK REHABILITATION CENTER

SUNBRIDGE MOUNTAIN CARE MANAGEMENT, INC.

SUNBRIDGE NURSING HOME, INC.

SUNBRIDGE OF HARRIMAN, LLC

SUNBRIDGE PARADISE REHABILITATION CENTER, INC.

SUNBRIDGE PUTNAM HEALTH CARE CORP.

SUNBRIDGE REGENCY-NORTH CAROLINA, INC.

SUNBRIDGE REGENCY-TENNESSEE, INC.

SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC

SUNBRIDGE SALEM HEALTH CARE CORP.

SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER

SUNBRIDGE STOCKTON REHABILITATION CENTER, INC.

SUNBRIDGE SUMMERS LANDING, INC.

SUNBRIDGE WEST TENNESSEE, INC.

SUNDANCE REHABILITATION AGENCY, INC.

SUNDANCE REHABILITATION CORPORATION

SUNDANCE SERVICES CORPORATION

SUNHEALTH SPECIALTY SERVICES, INC.

SUNMARK OF NEW MEXICO, INC.

THE MEDIPLEX GROUP, INC.

WAKEFIELD HEALTHCARE, LLC

WESTFIELD HEALTHCARE, LLC

WOODSPOINT LLC

EXHIBIT A

AMENDMENTS TO CREDIT AGREEMENT

See attached.

EXHIBIT A to AMENDMENT NO. 1

$325,000,000

TERM LOAN AGREEMENT
(as amended by Amendment No. 1)

among

FC-GEN OPERATIONS INVESTMENT, LLC,

as LLC Parent,

GEN OPERATIONS I, LLC,

as Parent,

GEN OPERATIONS II, LLC,
as Holdings,

GENESIS HEALTHCARE LLC,

as Borrower Agent

and

SUN HEALTHCARE GROUP, INC.,
as Borrower,

The Several Lenders from Time to Time Parties Hereto,

BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent,

GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent

and

BARCLAYS BANK PLC
and
GE CAPITAL MARKETS, INC.,
as Joint Lead Arrangers and Joint Book Running Managers

Dated as of December 3, 2012

TABLE OF CONTENTS

		Page

SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	28

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	29
2.1	Initial Commitments	29
2.2	[Reserved]	29
2.3	Procedure for Loan Borrowing	29
2.4	Repayment of Loans	30
2.5	Repayment of Loans	30
2.6	Fees, etc.	31
2.7	Optional Prepayments	31
2.8	Mandatory Prepayments	32
2.9	Conversion and Continuation Options	33
2.10	Minimum Amounts and Maximum Number of Eurodollar Tranches	33
2.11	Interest Rates and Payment Dates	33
2.12	Computations of Interest and Fees	34
2.13	Inability to Determine Interest Rate	34
2.14	Pro Rata Treatment and Payments	35
2.15	Requirements of Law	38
2.16	Taxes	39
2.17	Indemnity	42
2.18	Illegality	42
2.19	Mitigation of Costs; Change of Lending Office	42
2.20	Replacement of Lenders	42
2.21	Incremental Loans	43
2.22	Extensions of Loans and Commitments	45
2.23	Borrower Agent	47
2.24	Nature and Extent of Each Borrower’s Liability	47

SECTION 3.	REPRESENTATIONS AND WARRANTIES	47
3.1	Corporate Existence; Compliance with Law	47
3.2	Loan Documents and Lease Consent and Amendment Agreements	49
3.3	Financial Statements	50
3.4	Material Adverse Effect	50
3.5	Solvency	50
3.6	Litigation	50

TABLE OF CONTENTS

		Page

3.7	Taxes	51
3.8	Margin Regulations	51
3.9	No Burdensome Obligations; No Defaults	51
3.10	Investment Company Act	51
3.11	Labor Matters	51
3.12	ERISA	52
3.13	Environmental Matters	52
3.14	Intellectual Property	53
3.15	Title; Real Property	53
3.16	Full Disclosure	53
3.17	Patriot Act; OFAC	53
3.18	No Default	54
3.19	Use of Proceeds	54
3.20	Insurance	54
3.21	Reportable Transactions	54
3.22	Security Documents	54

SECTION 4.	CONDITIONS PRECEDENT	55

SECTION 5.	REPORTING COVENANTS	58
5.1	Financial Statements	58
5.2	Other Events	60
5.3	ERISA Matters	60
5.4	Environmental Matters	60
5.5	Other Information	61

SECTION 6.	AFFIRMATIVE COVENANTS	61
6.1	Maintenance of Corporate Existence	61
6.2	Compliance with Laws, Etc.	61
6.3	Payment of Obligations	62
6.4	Maintenance of Property	63
6.5	Maintenance of Insurance	63
6.6	Keeping of Books	63
6.7	Access to Books and Property	63
6.8	Environmental	64
6.9	Post Closing Obligations	64
6.10	Additional Collateral, etc.	64
6.11	Maintenance of Ratings	66
6.12	Further Assurances	66

TABLE OF CONTENTS

		Page

6.13	Interest Rate Protection	66
6.14	Use of Proceeds	67
6.15	Annual Lenders Meeting	67
6.16	Material Master Leases	67

SECTION 7.	NEGATIVE COVENANTS	67
7.1	Indebtedness	67
7.2	Liens	70
7.3	Sale and Lease-Back Transactions	73
7.4	Investments, Loans and Advances	73
7.5	Mergers, Consolidations, Sales of Assets and Acquisitions	76
7.6	Restricted Payments; Restrictive Agreements	77
7.7	Transactions with Affiliates	79
7.8	Business of the Borrowers and the Restricted Subsidiaries	80
7.9	Other Indebtedness and Agreements	81
7.10	Limitation on Activities of any Parent Company	81
7.11	Account Changes; Fiscal Year	82
7.12	Capital Expenditures	82
7.13	Minimum Fixed Charge Coverage Ratio	83
7.14	Maximum Leverage Ratio	83
7.15	Minimum Interest Coverage Ratio	84
7.16	Certain Cure Rights	85

SECTION 8.	EVENTS OF DEFAULT	86

SECTION 9.	THE AGENTS	88
9.1	Appointment	88
9.2	Delegation of Duties	88
9.3	Exculpatory Provisions	88
9.4	Reliance by the Agents	89
9.5	Non-Reliance on Agents and Other Lenders	89
9.6	Indemnification	90
9.7	Agent in Its Individual Capacity	91
9.8	Successor Agents	91
9.9	Authorization to Release Liens and Guarantees	91
9.10	Lead Arrangers	91
9.11	Administrative Agent May File Proofs of Claim	92

iii

TABLE OF CONTENTS

		Page

SECTION 10.	MISCELLANEOUS	92
10.1	Amendments and Waivers	94
10.2	Notices	94
10.3	No Waiver; Cumulative Remedies	95
10.4	Survival of Representations and Warranties	95
10.5	Payment of Expenses; Indemnification; Limitation of Liability	96
10.6	Successors and Assigns; Participations and Assignments	101
10.7	Adjustments; Set-off	101
10.8	Counterparts	102
10.9	Severability	102
10.10	Integration	102
10.11	GOVERNING LAW	102
10.12	Submission to Jurisdiction; Waivers	103
10.13	Acknowledgments	103
10.14	Confidentiality	103
10.15	Release of Collateral and Guarantee Obligations; Subordination of Liens	104
10.16	Accounting Changes	105
10.17	WAIVERS OF JURY TRIAL	105
10.18	USA PATRIOT ACT	105
10.19	Delivery of Lender Addenda	105

APPENDICES :

A Initial Commitments

SCHEDULES :

1.1A Subsidiary Guarantors

1.1B Unrestricted Subsidiaries

1.1C Approved Insurers

3.1(a) Corporate Existence, Compliance with Law

3.1(b) Healthcare Facilities

3.1(c) Primary Licenses

3.1(e) Healthcare Facility Violations

3.2 Required Permits; Governmental Authority

3.3 Material Indebtedness and Material Liabilities

3.6 Litigation

3.7 Taxes

3.11 Labor Matters

3.12(a) ERISA

3.12(b) Foreign Pension Plans

3.15 Title Real Property

3.20 Insurance

3.22(a) UCC Filing Jurisdictions

6.2 Provider Payment and Reimbursement Programs

6.9 Post Closing Obligations

7.1 Existing Indebtedness

7.2 Existing Liens

7.4 Existing Investments

7.7 Transactions with Affiliates

7.10 Existing Negative Pledges

EXHIBITS :

A-1 Form of Notice of Borrowing

A-2 Form of Conversion/Continuation Notice

B Form of Guarantee and Collateral Agreement

C Form of Compliance Certificate

D Form of Closing Certificate

E-1 Form of Assignment and Assumption

E-2 Form of Affiliated Lender Assignment and Assumption

F Form of Exemption Certificate

G Form of Solvency Certificate

H Form of Prepayment Notice

I Form of Promissory Note

J Form of Joinder Agreement

K Form of Lender Addendum

L Form of Intercreditor Agreement

M Form of Intercompany Promissory Note

W I T N E S S E T H:

WHEREAS, the Lenders are willing to make the term loan facility described herein available to the Borrowers upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. D E FINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section shall have the respective meanings set forth in this Section.

“ ABL 5th Amendment ”: the Amendment No. 5 to Credit Agreement, dated as of the First Amendment Date, by and among, inter alios, the Borrowers (as defined therein), the lenders party thereto and General Electric Capital Corporation, as Administrative Agent (as defined therein).

“ ABL Loan Documents ”: has the meaning assigned to the term “Loan Documents” in the ABL Credit Agreement.

“ ABL Obligations ”: the “Obligations” under and as defined in the ABL Credit Agreement.

“ ABL Facility ”: the asset-based revolving credit facility incurred pursuant to the ABL Loan Documents.

“ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

“ Accounting Changes ”: as defined in Section 10.16 .

“ Acquired Entity or Business ”: as defined in the definition of “Consolidated EBITDA”.

“ Acquired Permitted CapEx Amount ”: as defined in Section 7.12 .

“ Acquisition ”: as defined in the recitals hereto.

“ Administrative Agent ”: as defined in the preamble hereto.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. No Secured Party shall be an Affiliate of any Borrower nor shall any Secured Party be deemed to be an “Affiliate” of any Loan Party solely by virtue of being a “Lender” or “Secured Party” under this Agreement. For purposes of this definition, “control” of a Person means (i) the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise or (ii) beneficial ownership of 10% or more of the Voting Stock of such Person .

“ Affiliated Lender Assignment and Assumption ”: an Affiliated Lender Assignment and Assumption, substantially in the form of Exhibit E-2

“ Agent-Related Persons ”: each Agent, together with its Related Parties.

“ Agents ”: the collective reference to the Collateral Agent and the Administrative Agent.

“ Agreed Purposes ”: as defined in Section 10.14 .

“ Agreement ”: this Term Loan Agreement.

“ Applicable Indebtedness ”: as defined in the definition of “Weighted Average Life to Maturity”.

“ Applicable Margin ”: for any day, with respect to the Loans that are (i) ABR Loans, 7.50% and (ii) Eurodollar Loans, 8.50%.

“ Approved Fund ”: as defined in Section 10.6(b) .

“ Approved Insurer ” : each Person identified on Schedule 1.1C and any Insurer (other than Medicaid, Medicare or TRICARE) as may be approved by Administrative Agent from time to time in its sole discretion.

property is actually promptly purchased), (iv) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrowers and the Restricted Subsidiaries, taken as a whole, (v) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, (vi) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (vii) Dispositions permitted by Sections 7.4, 7.5 and 7.6 and Liens permitted by Section 7.2, (viii) the unwinding of any Hedge Agreement, (ix) any sale, transfer or other Disposition or series of related sales, transfers or other Dispositions having a value not in excess of $1,500,000 and (x) the assignment, cancellation, abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Borrowers, no longer economically practicable to maintain or useful in the conduct of the business of the Borrowers and the Restricted Subsidiaries taken as a whole).

“ Assignee ”: as defined in Section 10.6(b).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit E-1

“ Available Amount ”: the aggregate cumulative amount, which shall in no event be less than zero, of (i) the sum of (A) Excess Cash Flow of the Parent Companies, the Borrowers and the Restricted Subsidiaries for fiscal 2013 and each full fiscal year ending thereafter that is not required pursuant to the provisions of Section 2.8(c) to be applied to the prepayment of Loans, plus (B) the Net Cash Proceeds received after the First Amendment Date from any Excluded Issuance, minus (b) any amount previously expended pursuant to Section 7.4(l), Section 7.6(a)(vii) and/or Section 7.9(b)(iv).

“ Bankruptcy Code ”: the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. ), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“ Barclays ”: Barclays Bank PLC.

“ Benefited Lender ”: as defined in Section 10.7(a).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrowers ”: as defined in the preamble hereto.

“ Borrower Agent ”: as defined in Section 2.23.

“ Borrowing Date ”: any Business Day specified by the Borrowers as a date on which the Borrower Agent requests the relevant Lenders to make Loans hereunder.

but excluding (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure to the extent that proceeds of Asset Sales, debt financings or lease financings are used to make such expenditure, (iii) the purchase price of assets purchased during such period to the extent the consideration therefor consists of any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business, (iv) expenditures which constitute consideration paid in respect of Permitted Acquisitions and other Investments permitted under Section 7.4 (other than Investments permitted under Section 7.4(j)), (v) any such expenditures made with the proceeds of any Excluded Issuance or the incurrence of any Indebtedness permitted under this Agreement, (vi) expenditures constituting interest capitalized during such period, (vii) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person and (viii) solely for purposes of determining compliance with Section 7.12 , any cash expenditure made in connection with any Health Care REIT Asset Buyback.

“ Cash Management Obligation ”: with respect to the Borrowers and the Restricted Subsidiaries, any direct or indirect liability, contingent or otherwise, of any such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided after the date hereof (regardless of whether these or similar services were provided prior to the date hereof by the Administrative Agent, any Lender or any Affiliate of any of them) by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ Certificated Security ”: as defined in the Guarantee and Collateral Agreement.

“ Change of Control ”: (i) LLC Parent shall cease to own directly or indirectly 100% of the Capital Stock of the Borrowers or any Parent Company; (ii) Holdings shall cease to own (x) directly 100% of the Capital Stock of the Genesis Borrower or (y) indirectly 100% of the Capital Stock of the Sun Borrower; (iii) prior to an IPO, the Permitted Investors shall collectively cease to own directly or indirectly at least 50.1% of the Voting Stock of LLC Parent; (iv) after an IPO, (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and any Person formed solely for the purpose of facilitating an IPO ), other than the Permitted Investors is or becomes the beneficial owner, directly or indirectly, of more than 35% of the Voting Stock of LLC Parent and such person or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the Voting Stock of LLC Parent than the percentage of outstanding Voting Stock of LLC Parent owned by the Permitted Investors or (B) for any reason whatsoever, a majority of the board of directors of LLC Parent shall not be Continuing Directors or (v) a “change of control” or similar concept under the ABL Loan Documents or any Material Master Leases shall have occurred.

“ Chattel Paper ”: as defined in the Guarantee and Collateral Agreement.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 4 shall have been satisfied or waived and the initial Loans hereunder shall have been funded.

“ Closing Fee ”: as defined in Section 2.1(b) .

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: as defined in the Guarantee and Collateral Agreement.

“Collateral Coverage Requirement”: at any date of determination, the requirement that the licensed beds of the Loan Parties constitute at least 75.0% of the licensed beds of >the Borrowers and the Restricted Subsidiaries<, taken as a whole as of such date.

“ Collateral Agent ”: as defined in the preamble hereto.

“ Commitment ”: as to any Lender, the Initial Commitment and/or Incremental Commitment (if any) of such Lender.

“ Committed Reinvestment Amount ”: as defined in the definition of “Reinvestment Prepayment Amount”.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit C .

“ Confidential Information ”: as defined in Section 10.14.

“ Consolidated ” : with respect to LLC Parent and its Subsidiaries, consolidated in accordance with GAAP, excluding the revenues, expenses, assets and liabilities of variable interest entities having Indebtedness that is non-recourse to LLC Parent.

“ Consolidated Cash Interest Expense ” : for any period, the Consolidated Interest Expense for such period minus the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs (including, without limitation, amortization of financing fees and expenses paid in connection with the transactions contemplated by the Loan Documents and Permitted Acquisitions), (b) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (c) other non-cash interest.

“ Consolidated Current Assets ”: at any date, the Consolidated current assets (other than cash and Cash Equivalents) of the Parent Companies, the Borrowers and the Restricted Subsidiaries.

“ Consolidated Current Liabilities ”: at any date, the Consolidated current liabilities of the Parent Companies, the Borrowers and the Restricted Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding loans under the ABL Facility.

incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness or issuance of Capital Stock, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), plus (viii) the amount of cost savings and acquisition synergies projected by the Borrowers in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Disposition or restructuring of the business by the Parent Companies, the Borrowers or any Restricted Subsidiary, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (viii) shall not exceed (x) $50,000,000 in the aggregate (and in no event shall the total amount of all cost savings and acquisition synergies with respect to the Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions; and (y) 15% of Consolidated EBITDA in any period, otherwise, plus (ix) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement permitted by Section 7.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any fiscal year, minus (y) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro Forma Basis in determining Consolidated EBITDA for any period, without duplication, Acquired EBITDA of any Person acquired by the Borrowers or any of the Restricted Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, transferred or otherwise Disposed of by the Borrowers or such Restricted Subsidiary during such period (each such Person or business acquired and not subsequently so Disposed of, an “ Acquired Entity or Business ”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business transferred or otherwise Disposed of, closed or classified as discontinued operations as classified under GAAP by the Borrowers or any of the Restricted Subsidiaries during such period (each such Person, property, business so sold or Disposed of, a “ Sold Entity or Business ”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or Disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Consolidated EBITDA of any newly constructed healthcare facilities for the twelve month period following receipt of a Certificate of Occupancy for such properties, in an aggregate amount not exceeding $5,000,000 in any four fiscal quarter period. For purposes of determining the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio, and the Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2012 and June 30, 2012, Consolidated EBITDA for the fiscal quarters ended on such dates shall be deemed to be equal to $35,600,000 and $40,900,000, respectively (as such amounts may be adjusted in accordance with the immediately preceding sentences).

“ Consolidated Fixed Charges ”: for any period, the sum of Consolidated Cash Interest Expense and scheduled payments of principal on Consolidated Total Debt (without giving effect to the netting of unrestricted cash and Cash Equivalents pursuant to clause (d) of such definition) of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such period.

“ Consolidated Interest Expense ”: for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations (other than Real Property Financing Obligations)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of the Parent Companies, the Borrowers or any Restricted Subsidiary that is required to be capitalized rather than included in Consolidated Interest Expense for such period in accordance with GAAP; provided , that Consolidated Interest Expense for any period ending on any day prior to the first anniversary of the Closing Date shall be deemed equal to the product of (i) Consolidated Interest Expense computed in accordance with the requirements of this definition for the period from and including the Closing Date to and including such day by (ii) a fraction, the numerator of which is the number of days from and including the Closing Date to and including such day and the denominator of which is 365.

“ Consolidated Net Income ”: for any period, the net income or loss of the Parent Companies, Borrowers and the Restricted Subsidiaries for such period determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, (a) the income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary), (b) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrowers or any Restricted Subsidiary or the date that such Person’s assets are acquired by the Borrowers or any Restricted Subsidiary, (c) any gains or losses attributable to sales of assets outside of the ordinary course of business, (d) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets (other than current assets); (e) unrealized gains and losses with respect to Hedge Agreements or other derivative instruments for such period and (f) any gains or losses relating to discontinued operations; provided further that the net income of any person in which any other person (other than the Borrowers or a Wholly-Owned Restricted Subsidiary or any director or foreign national holding qualifying shares in accordance with applicable law) has a joint interest shall be included in Consolidated Net Income only to the extent of the percentage interest of such person owned by the Parent Companies, the Borrowers and the Restricted Subsidiaries. In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any Investment or any Asset Sale permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption.

“ Consolidated Rental Expense ”: for any period, the total cash rental expense for operating leases and Real Property Financing Obligations (including the imputed interest expense with respect thereto) of the Parent Companies, the Borrowers and the Restricted Subsidiaries (regardless of the accounting treatment thereof), determined on a Consolidated basis for such period and adjusted, for avoidance of doubt, to exclude the non-cash impact resulting from the straight-lining of rents; provided that Consolidated Rental Expense shall be reduced by any rental income. For the purpose of determining the Consolidated Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2012 and June 30, 2012, Consolidated Rental Expense for the fiscal quarters ended on such dates shall be deemed to be equal to $99,300,000 and $100,900,000, respectively.

“ Consolidated Senior Secured Debt ”: as of any date of determination, Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of the Parent Companies, the Borrowers or any Restricted Subsidiary but excluding such Indebtedness which is subordinated in right of payment to the Obligations and the ABL Obligations.

“ Consolidated Senior Secured Leverage Ratio ”: as of any date of determination, the ratio of Consolidated Senior Secured Debt as of such day to Consolidated EBITDA of the Parent Companies, the Borrowers and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ Consolidated Total Assets ”: as of any date of determination, the total amount of all assets of the Parent Companies, the Borrowers and the Restricted Subsidiaries determined on a Consolidated basis in accordance with GAAP as of the last day of the period for which the most recent financial statements were delivered prior to such date of determination.

“ Consolidated Total Debt ”: as of any date of determination, the aggregate principal amount of Indebtedness of the Parent Companies, the Borrowers and the Restricted Subsidiaries less ( a ) Indebtedness of the type described in clause (e) of the definition of such term to the extent related to Real Property Financing Obligations, ( b ) Indebtedness of a type described in clauses (d) and (f ) of the definition thereof ( c ) any letters of credit, banker acceptances or similar instruments to the extent undrawn and ( d ) unrestricted cash and Cash Equivalents as shown on the balance sheet on a C onsolidated basis of the Parent Companies , the Borrowers and the Restricted Subsidiaries in an amount not to exceed $ 50 ,000,000 (it being understood that cash and Cash Equivalents on deposit in an account in which the Collateral Agent or the collateral agent under the ABL Facility has a perfected Lien constitutes unrestricted cash for purposes hereof).

“ Consolidated Total Leverage Ratio ”: as of any date of determination, the ratio of Consolidated Total Debt as of such date to Consolidated EBITDA of the Parent Companies, the Borrowers and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ Controlled Investment Affiliate ” : means, as applied to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is under common control with, such Person and that is organized by such Person (or any Person controlling such Person) primarily for the purpose of making equity or debt investments in LLC Parent or other portfolio companies. For purposes of this de finition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

“ Curable Period ”: as defined in Section 7.16(a).

“ Cure Amount ”: as defined in Section 7.16(a).

“ Cure Right ”: as defined in Section 7.16(a).

“ Declining Lender ”: as defined in Section 2.22(c).

“ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Designated Jurisdiction ”: any country or territory to the extent that such country or territory itself is the subject of any Sanction.

EBITDA were references to such Sold Entity or Business and their Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any direct or indirect Subsidiary incorporated in or organized under the laws of any jurisdiction within the United States.

“ Environmental Claims ”: any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Parent Companies, the Borrowers or any of their Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or Disposition of real estate) or proceedings pursuant to or in connection with any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “ Claims ”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials) or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, and (iii) any and all Claims by any third party regarding environmental liabilities or obligations assumed or assigned by contract or operation of law.

resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials).

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Event ”: any of the following: (a) a reportable event described in Section 4043(b) of ERISA or Section 4043(c) with respect to a Title IV Plan, other than an event for which the notice requirement has been duly waived under the applicable regulations, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Multiemployer Plan, Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder, (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent and (i) the occurrence of a Foreign Benefit Event.

with respect to any Loan that is a Eurodollar Loan or an ABR Loan based upon the ABR determined pursuant to clause (z) of the definition thereof, be less than 1.50%.

“ Eurodollar Loan ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“ Event of Default ”: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any period, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) reductions to noncash working capital of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such period ( i.e. , the decrease, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such period) over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Parent Companies in accordance with Section 7.6(a)(iv)(A) and the Borrowers and the Restricted Subsidiaries with respect to such period, (ii) Capital Expenditures made in cash in accordance with Section 7.12 during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (iii) permanent repayments of Indebtedness (other than optional prepayment of the Loans under Section 2.7 and mandatory prepayments of Loans under Section 2.8) made in cash (including, the aggregate amount of any premium, make-whole or penalty payments that are made in connection with any prepayment of Indebtedness permitted hereunder to the extent such payments are not deducted in calculating Consolidated Net Income) by the Borrowers and the Restricted Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iv) additions to noncash working capital for such fiscal year ( i.e. , the increase, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such fiscal year), (v) the amount of any Permitted Acquisitions or other Investments made in cash during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (vi) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated EBITDA and cash charges included in clauses (c), (d) and (f) of the proviso in the definition of Consolidated Net Income, (vii) any amounts paid in respect of earn-out arrangements in connection with the Acquisition, (viii) an amount equal to any Restricted Payments made pursuant to Sections 7.6 (a) (vi) , (x ) and (xii ) , (ix) to the extent paid in cash, the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause ( ix ) for any period, (x) to the extent paid in cash, costs, fees and expenses for such period paid in connection with the Transactions, (xi) to the extent paid in cash, any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness or issuance of Capital Stock, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), (xii) any Consolidated Cash Interest Expense of the Parent Companies, the Borrowers and the Restricted Subsidiaries with respect to such period and (xiii) to extent unrealized during such period, an amount equal to the amount of cost savings and acquisition synergies included in clause (viii) of the definition of Consolidated EBITDA.

“ Excess Cash Flow Application Date ”: as defined in Section 2.8(c).

Total Leverage Ratio as of the last day of such fiscal year is equal to or less than 1.50 to 1.00 and (b) zero if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is equal to or less than 0.75 to 1.00.

“ Excluded Issuance ” : a Qualified Equity Issuance (other than any Qualified Equity Issuances utilized in connection with an exercise of the Borrowers’ Cure Right under Section 7.16(a)) to the extent the Net Cash Proceeds thereof shall be contributed, directly or indirectly, to the Genesis Borrower; provided that, the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to clause (v) of the definition of “Capital Expenditures” , Section 7.4(k) and/or Section 7.9(b)(ii).

“ Excluded Swap Obligations ”: means any obligation to pay or perform under any Swap Transaction if, and to the extent that, all or a portion of the guarantee of any Guarantor of, or the grant by any Guarantor of a security interest to secure, such Swap Transaction (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of any Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or the grant of such security interest becomes effective with respect to such Swap Transactions. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Transaction that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“ Excluded Taxes ”: as defined in Section 2.16(a).

“ Extended Lender Loans ”: as defined in Section 2.22(d).

“ Extending Lender ”: as defined in Section 2.22(c).

“ Extension Amendment ”: as defined in Section 2.22(e).

“ Extension Date ”: as defined in Section 2.22(f).

“ Extension Election ”: as defined in Section 2.22(c).

“ Extension Request ”: as defined in Section 2.22(a).

“ Facility ”: the Commitments and the Loans made hereunder.

“ Financial Condition Covenant ”: the covenants set forth in Sections 7.13, 7.14 and 7.15.

“ Financial Cure Covenant ”: as defined in Section 7.16(a).

“First Amendment”: the Amendment No. 1 to this Agreement, dated as of January 21, 2014, by and among, inter alios , the Borrowers, the Lenders party thereto and the Administrative Agent.

“First Amendment Date”: the Amendment No. 1 Effective Date (as defined in the First Amendment) .

“ Fixed Charge Coverage Ratio ”: as of any date of determination, the ratio of (i) Consolidated EBITDA minus Maintenance Capital Expenditures to (ii) Consolidated Fixed Charges

of the Parent Companies , the Borrowers and the Restricted Subsidiaries for the four fiscal quarter periods ending on such date calculated on a Pro Forma Basis .

“ Foreign Benefit Event ” : with respect to any Foreign Pension Plan, (a) the failure of any such Foreign Pension Plan or any trust thereunder intended to qualify for tax exempt status under any Requirements of Law, (b) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (c) the failure to make the required contributions or payments under any applicable law on or before the due date for such contributions or payments, (d) the receipt of a notice by a Governmental Authority relating to its intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (e) the incurrence of any liability in excess of $1,000,000 by the Parent Companies, the Borrowers or any Restricted Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (f) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries, or the imposition on the Parent Companies, the Borrowers or any of the Restricted Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of $1,000,000.

“ Foreign Pension Plan ” : any pension plan maintained outside the jurisdiction of the United States that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority to which the Parent Companies, the Borrowers or any of the Restricted Subsidiaries incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Foreign Subsidiary ” : any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary or a Domestic Subsidiary where substantially all of its assets consist of stock of controlled foreign corporations, as defined in Section 957 of the Code.

“ Free Cash Flow ”: for any period of four consecutive fiscal quarters , the excess of (a) Consolidated EBITDA for such period over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Borrowers and the Restricted Subsidiaries with respect to such period, (ii) Maintenance Capital Expenditures for such period, (iii) repayments of Indebtedness pursuant to Sections 2.4 and 2.5 made in cash by the Borrowers and the Restricted Subsidiaries during such period and (iv) any Consolidated Cash Interest Expense of the Parent Companies, the Borrowers and the Restricted Subsidiaries with respect to such period ; provided that, immediately following an IPO, Free Cash Flow shall be calculated based on the four consecutive fiscal quarters (or shorter period) beginning with the fiscal quarter in which such IPO occurred.

“ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower Agent and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time.

“ Genesis Borrower ”: as defined in the preamble hereto.

“ Governmental Authority ”: any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement, dated as of the Closing Date, to be executed and delivered by the Parent Companies, the Borrowers and each Subsidiary Guarantor, substantially in the form of Exhibit B , as the same may be amended, supplemented or otherwise modified from time to time.

obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“ Guarantors ”: the collective reference to the Parent Companies and the Subsidiary Guarantors.

“ Health Care REIT Asset Buyback ”: the purchase by Genesis Operations LLC or its Subsidiaries from FC-Gen Real Estate, LLC of certain facilities pursuant to the Health Care REIT (Genesis) Lease.

“ Health Care REIT Intercreditor Agreement ” : the Intercreditor Agreement, dated as of the Closing Date, by and among the parties to the Health Care REIT (Sun) Lease, the Landlord Parties (as defined in the Health Care REIT Lease Consent and Amendment Agreement), the Administrative Agent, and General Electric Capital Corporation, or administrative agent under the ABL Credit Agreement.

“ Health Care REIT (Genesis) Lease ” : the Ninth Amended and Restated Master Lease Agreement, dated as of December 1, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant.

“ Health Care REIT Lease Consent and Amendment Agreement ” : the consent and amendment, dated as of June 20, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, Health Care REIT, Inc., a Delaware corporation, the Sun Landlords (as defined therein), the Lessor Parties (as defined therein), Genesis Operations, LLC, a Delaware limited liability company, and FC-Gen Operations Investment, LLC, a Delaware limited liability company.

“ Health Care REIT (Sun) Lease ” : the master lease agreement, dated as November 3, 2010, by and among Health Care REIT, Inc., a Delaware limited liability company, HCRI Beachwood, Inc., HCRI Broadview, Inc., HCRI Westlake, Inc., HCRI Indiana Properties, LLC, HCRI Kentucky Properties, LLC, and HH Florida, LLC, collectively, as landlord and Sunbridge Healthcare, LLC, as tenant.

“ Hedge Agreements ” : all agreements with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, entered into by the Borrowers or any of their Subsidiaries.

“ Hedge Counterparty ” : any Person that is a party to a Hedge Agreement that was a Lender or Agent at the time any such Hedge Agreement was entered into or an Affiliate of such a Lender or Agent, in each case in its capacity as party to a Hedge Agreement.

“ HIPAA ” : as defined in the definition of “ Healthcare Laws ”.

“ Holdings ” : as defined in the preamble hereto.

“ Hospice Sale ” : the acquisition by National Hospice Holdings, LLC or its designee of the assets of SolAmor Hospice Corporation (together with its subsidiaries and affiliates) or the assets of SolAmor Hospice Corporation ’ s operating subsidiaries from the Sun Borrower or its designee pursuant to and in accordance with the terms of that certain Asset Purchase Agreement, dated as of November 15, 2012, as amended as of November 28, 2012, and as in effect on the date hereof and without giving effect to any further amendments thereto.

“ Hospice Sale Prepayment Amount ” : as defined in Section 7.5(b)(C).

“ HUD ”: the U.S. Department of Housing and Urban Development.

“ HUD Sub-Facility Credit Agreement ” : that certain Amended and Restated Credit Agreement, dated as of July 26 , 2013 , by and among the HUD Sub-Facility Entities, as borrowers, the Genesis Borrower and GHC Holdings LLC, each as a guarantor, certain other Persons party thereto as guarantors, General Electric Capital Corporation, as administrative agent, and the lenders party thereto, as may be amended, restated, replaced or otherwise modified from time to time.

“ HUD Sub-Facility Entities ” : each of Genesis HealthCare of Maine, LLC, as successor by merger with Genesis HealthCare of Maine, Inc., Belfast Operations, LLC, Camden Operations, LLC, Falmouth Operations, LLC, Farmington Operations, LLC, Kennebunk Operations, LLC, Lewiston Operations, LLC, Orono Operations, LLC, Scarborough Operations, LLC, Skowhegan SNF Operations, LLC, Waterville SNF Operations LLC, Westbrook Operations, LLC, One Price Drive Operations LLC and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

“ Increased Amount Date ” : as defined in Section 2.21(a).

“ Incremental Commitments ” : as defined in Section 2.21(a).

“ Incremental Joinder Agreement ” : as defined in Section 2.21(a).

“ Incremental Loans ” : any loan made by any Incremental Lender pursuant to Section 2.21(b).

account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock valued at, in the case of redeemable preferred Capital Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Capital Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedge Agreement with a counterparty other than any Agent in the event of a termination (including an early termination) on the date of determination, and (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above.

“ Indemnified Liabilities ” : as defined in Section 10.5(a).

“ Indemnitee ” : as defined in Section 10.5(a).

“ Initial Commitment ” : as to any Lender, the obligation of such Lender, if any, to make a Loan to the Borrowers in a principal amount not to exceed the amount set forth opposite such Lender ’s name on Appendix A or under the heading “Initial Commitment” opposite such Lender ’ s name on the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Assumption (or Incremental Joinder Agreement, as the case may be) pursuant to which such Lender became a party hereto. The original aggregate amount of the Initial Commitments is $325,000,000.

“ Instrument ” : as defined in the Guarantee and Collateral Agreement.

“ Insurance Captive ”: Liberty Health Corporation, Ltd., a Bermuda company, or any o ther insurance captive or other self insurance program established by a Borrower or a Restricted Subsidiary.

“ Insurer ” : a Person that insures a Patient against certain of the costs incurred in the receipt by such Patient of Medical Services, or that has an agreement with any Borrower to compensate such Borrower for providing such goods or services to a Patient, including but not limited to Medicaid, Medicare and TRICARE.

“ Intellectual Property ” : the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights and copyright applications, domain names, patents and patent applications, trademarks and trademark applications, trade names, rights in technology, trade secrets, know-how and processes.

“ Intercreditor Agreement ” : the Intercreditor Agreement, dated as of the Closing Date, in substantially the form of Exhibit L hereto, by and between the Collateral Agent and the “Collateral Agent” as defined in the ABL Credit Agreement and acknowledged by the Parent Companies, the Borrowers and the other Loan Parties, and along with any joinders made a part thereof from time to time (or any intercreditor amendment reasonably acceptable to the Agents, the “Administrative Agent” as defined in the ABL Credit Agreement and the Borrowers).

“ Interest Coverage Ratio ”: as of any date of determination, the ratio of >Consolidated EBITDA <for such period to Consolidated Cash Interest Expense >of the Parent Companies, the Borrowers and the Restricted Subsidiaries <for the four fiscal quarter periods ending on such date >calculated on a Pro Forma Basis<.

City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(ii) any Interest Period that would otherwise extend beyond the date final payment is due on the Loans shall end on such due date; and

“ Investments ”: as defined in Section 7.4.

“ IPO ”: the initial offering by LLC Parent (or a replacement entity for LLC Parent) or by an Affiliate of LLC Parent (other than any Affiliate controlled by or under common control with LLC Parent) of its Capital Stock to the public by means of an offering registered with the SEC or any comparable foreign Governmental Authority , a portion of the net proceeds of which are contributed to the Loan Parties .

“ IRS ”: the Internal Revenue Service.

“ JER ”: JER Partners.

“ Joinder Agreement ”: an agreement substantially in the form of Exhibit J .

“ Lead Arrangers ”: Barclays and General Electric Capital Corporation.

“ Lender ”: each Lender that has an Initial Commitment or that holds a Loan.

“ Liquidity ”: with respect to any Person, the sum of (i) unrestricted cash and Cash Equivalents plus (ii) Borrowing Availability (as defined in the ABL Credit Agreement).

“ LLC Parent ”: as defined in the preamble hereto.

“ Loan ”: as defined in Section 2.1. Unless the context shall otherwise require, “Loan” shall include any Loans under the Incremental Loans.

“ Loan Documents ”: the collective reference to this Agreement, the Security Documents, the Notes (if any) and any Incremental Joinder Agreements.

“ Loan Increase ”: as defined in Section 2.21(a).

“ Loan Parties ”: the Parent Companies, the Borrowers and each Subsidiary Guarantor.

“ Make Whole Amount ” : with respect to any prepayment described in Section 2.7(a) of all or any portion of the Loans hereunder on or prior to December 1, 2014 , the sum of (i) the present value at such date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, of all interest that would accrue on the portion of such Loans being prepaid from such date to December 1, 2014 and (ii) 2.00% of the aggregate principal amount of the Loans prepaid.

“ Maintenance Capital Expenditures ”: for any period, an aggregate amount equal to $800 for each weighted average licensed bed of the Loan Parties during such period.

“ Majority Controlled Affiliate ”: means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be a Majority Controlled Affiliate of the Borrowers. For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 51% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Master Leases ”: the collective reference to the Health Care REIT (Genesis) Lease, the Health Care REIT (Sun) Lease, the Sabra Lease and the Omega Lease.

“ Master Lease Intercreditor Agreements ”: the collective reference to the Health Care REIT Intercreditor Agreement, the Sabra Intercreditor Agreement and the Omega Intercreditor Agreement.

such period, determined in accordance with GAAP, then the Borrower Agent shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to Section 5.1(b), (x) designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as “Material Restricted Subsidiaries” so that Domestic Subsidiaries that are not Guarantors do not comprise more than 7.5% in the aggregate of the Consolidated Total Assets or the gross revenues (as shown on the most recent financial statements of LLC Parent delivered pursuant to Section 5.1(a) or (b)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries on a Consolidated basis for such period, determined in accordance with GAAP and (y) comply with the provisions of Section 6.10 applicable to such Subsidiary.

“ Maturity Date ”: December 4, 2017.

“ Moody’s ” : Moody ’ s Investors Service, Inc. or any successor to the rating agency business thereof.

“ Mortgage ” : any mortgage, deed of trust, hypothec or other similar document made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers (taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded).

“ Net Cash Proceeds ” : (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event received by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries, net of broker ’ s fees and commissions, attorneys ’ fees, accountants ’ fees, investment banking fees, consulting fees, amounts (including premiums or penalties, if any) required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable fees and expenses (including legal fees and expenses) actually incurred by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in connection therewith and net of Taxes paid or reasonably estimated to be payable by such Parent Company, such Borrower or such Restricted Subsidiary as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and any escrow or reserve for any adjustment in respect of the sale price of such asset or assets and indemnification payments (fixed or contingent) attributable to seller ’ s indemnities and representations and warranties to purchaser in respect of the applicable Asset Sale undertaken by the Parent Companies, the Borrowers or the Restricted Subsidiaries or other liabilities in connection with such Asset Sale ( provided that upon

release of any such escrow or reserve, the amount released shall be considered Net Cash Proceeds) and (b) in connection with any (i) Qualified Equity Issuance or (ii) issuance or sale of debt securities or instruments or the incurrence of Indebtedness, in each case, the cash proceeds received from such issuance or incurrence, net of transaction costs, attorneys ’ fees, investment banking fees, accountants ’ fees, consulting fees, underwriting discounts and commissions, placement fees and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith.

“ New Extending Lender ” : as defined in Section 2.22(c).

“ New Lender ” : as defined in Section 2.21(a).

“ Non-Excluded Taxes ” : as defined in Section 2.16(a).

“ Non-Extended Lender Loans ” : as defined in Section 2.22(b).

“ Non-Extended Loans ” : as defined in Section 2.22(b).

“ Non-Guarantor Subsidiary ” : any Restricted Subsidiary of the Borrowers which is not a Subsidiary Guarantor.

“ Non-U.S. Lender ” : as defined in Section 2.16(d).

“ Note ” : any promissory note evidencing any Loan.

“ Notice of Intent to Cure ” : as defined in Section 7.16(b).

“ Obligations ” : the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans, and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, and all other obligations and liabilities of the Borrowers to the Administrative Agent, the Collateral Agent, or any Lender (or, in the case of Specified Hedge Agreements and Cash Management Documents of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries to the Administrative Agent, the Collateral Agent, any Lender, any Hedge Counterparty, Cash Management Counterparty, or any of their Affiliates), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Hedge Agreement, any Cash Management Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent, or any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise; other than Excluded Swap Obligations; provided that (a) obligations of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries under any Specified Hedge Agreement or Cash Management Document shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Specified Hedge Agreements or Cash Management Documents.

“ OFAC ” : the Officer of Foreign Assets Control of the United States Department of the Treasury.

“ Omega Intercreditor Agreement ” : the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, General Electric Capital Corporation, as administrative agent under the ABL Credit Agreement, the Borrowers, Landlord (as defined therein) and Tenants (as defined therein).

“ Omega Lease ” : the consolidated amended and restated master lease agreement, dated as of December 1, 2012, by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement).

“ Omega Lease Consent and Amendment Agreement ” : the agreement to consent, dated as of June 20, 2012, by and among Lessor (as defined therein) and Lessee (as defined therein).

“ Other Taxes ” : all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document.

“ PATRIOT Act ” : the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ Parent ” : as defined in the preamble hereto.

“ Parent Company ” : LLC Parent, Parent and Holdings.

“ Participant ” : as defined in Section 10.6(h).

“ Participant Register ” : as defined in Section 10.6(h)(ii).

“ PBGC ” : the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permit ” : with respect to any Person, any permit, approval, authorization, license, registration, certificate (including certificates of occupancy), concession, grant, franchise, variance or permission from any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Permitted Acquisition ” : as defined in Section 7.4(g).

“ Permitted Investor ” : collectively, (i) any Person that is a member of LLC Parent as of the Closing Date to the extent such Person, directly or indirectly, owns or controls 10% or more of LLC Parent as of the Closing Date and to the extent such Person has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations, (ii) GEN Management LLC or GEN Management Investors, LLC and to the extent each such entity has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC Healthcare Laws, and other similar regulations, or (iii) any successor of the foregoing pursuant to a Permitted Investor Transfer (which successors, to the extent such successors will, directly or indirectly, own or control 10% or more of any Loan Party, must satisfy requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations).

“ Permitted Investor Transfer ” : one or more of the following, and, in the case of clauses (ii) and (iii) below, with the prior consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed (provided that Borrower Agent provides timely information reasonably requested by Administrative Agent with respect to such proposed transferee, including, without limitation, information with respect to OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations and activities):

(i) any Disposition by a Permitted Investor to another Permitted Investor

(iv) the purchase by Health Care REIT, Inc. of certain ownership interests in LLC Parent pursuant to that certain Amended and Restated Call and Exchange Agreement, dated as of May 25, 2012 (as may be amended, supplemented or otherwise modified from time to time).

applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to any interest capitalized in connection with, any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized and undrawn letters of credit thereunder or as otherwise permitted pursuant to Section 7.1, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) solely with respect to any Permitted Refinancing of the ABL Facility or any Material Master Lease , the financial covenants and events of default of any such modified, refinanced, refunded, renewed or extended Indebtedness are not, taken as a whole, materially more restrictive to the Loan Parties than the financial covenants and events of default of the Indebtedness being modified, refinanced, refunded, renewed or extended and (e) neither the Borrowers nor any Restricted Subsidiary shall be an obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed or extended except to the extent that such Person was such an obligor or guarantor in respect of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Pledged Securities ”: as defined in the Guarantee and Collateral Agreement.

“ Pledged Stock ”: as defined in the Guarantee and Collateral Agreement.

“ Prime Rate ”: as defined in the definition of “ABR”.

the relevant period as if such events had occurred, and, in the case of any Disposition, the proceeds thereof applied, on the first day of the relevant period. For purposes of determining Consolidated Interest Expense, Consolidated Cash Interest Expense, Consolidated Fixed Charges, Consolidated Rental Expense, Consolidated EBITDA , Consolidated EBITDA R and Consolidated Net Income, any discontinuation of discontinued operations as defined under Financial Accounting Standards Board Accounting Standards Codification 205-20 occurring during the relevant period shall be given effect in accordance with that standard. To the extent that pro forma effect is to be given to an acquisition or Disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available (including cost savings to the extent such cost savings would be consistent with the definition of “ Consolidated EBITDA ”).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Purchase Money Indebtedness ”: as defined in Section 7.1(d).

“ Purchasing Borrower Party ”: the Borrowers or any Subsidiary of the Borrowers that becomes an Assignee pursuant to Section 10.6(b).

“ Qualified Capital Stock ”: any Capital Stock that is not Disqualified Capital Stock.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Parent Companies, the Borrowers, or any of the Restricted Subsidiaries, in an amount for each such event exceeding $1,500,000.

“ Refinanced Loans ”: as defined in Section 10.1(d).

“ Refinancing ”: as defined in the recitals hereto.

“ Register ”: as defined in Section 10.6(b)(iv).

“ Regulation T ”: Regulation T of the Board as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Regulation X ” Regulation X of the Board as in effect from time to time.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which a Loan Party has delivered a Reinvestment Notice.

“ Replacement Loans ”: as defined in Section 10.1(d).

“ Representatives ”: as defined in Section 10.14.

“ Required Lenders ”: at any time, the holders of more than 50% of the sum of the aggregate unpaid principal amount of the Loans then outstanding.

“ Required Prepayment Date ”: as defined in Section 2.8(e).

“ Restricted Subsidiary ”: any Subsidiary of the Borrowers that is not an Unrestricted Subsidiary.

“ Sabra Lease ”: collectively, the Master Leases (as defined in the Sabra Lease Consent and Amendment Agreement), as the same may have been or may be amended, consolidated or otherwise modified.

“ Sabra Lease Consent and Amendment Agreement ”: the consent and agreement, dated as of June 20, 2012, by and among the Landlords (as defined therein) and the Genesis Borrower.

“ S&P ”: Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Sold Entity or Business ”: as set forth in the definition of the term “Consolidated EBITDA”.

“ Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) except as otherwise provided by applicable law, the amount of “contingent liabilities” at any time shall be the amount thereof which, in light of all the facts and circumstances existing at such time, can reasonably be expected to become actual or matured liabilities.

“ Sponsor ”: Formation Capital LLC.

“ Subordinated Indebtedness ”: with respect to Obligations, any Indebtedness of any Loan Party that is by its terms subordinated in right of payment to any of the Obligations.

majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrowers; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a director’s “qualifying share” of the former Person shall be deemed to be outstanding.

“ Subsidiary Guarantors ”: each Subsidiary listed on Schedule 1.1A, and each other Restricted Subsidiary that is or becomes a party to this Agreement pursuant to Section 6.10.

“ Subsidiary Redesignation ”: as defined in the definition of “Unrestricted Subsidiary”.

“ Sun Borrower ”: as defined in the preamble hereto.

“ Syndication Agent ”: General Electric Capital Corporation.

“ Swap Transaction ”: means any agreement, contract or transaction between the Borrowers and any Secured Party that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Tax Affiliate ”: (a) the Borrowers and (b) any Affiliate of any Borrower with which such Borrower files or is eligible to file consolidated, combined or unitary Tax Returns.

“ Tax Distributions ” : as defined in Section 7.6(a).

“ Tax Return ”: as defined in Section 3.7.

“ Treasury Rate ” : with respect to any date of determination, the yield to maturity at such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date to the first anniversary of the Closing Date; provided, however, that if the period from such date to the first anniversary of the Closing Date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained using the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year.

“ TRICARE ” means (a) the United States of America acting under TRICARE, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Trigger Date ”: as defined in Section 2.8(b).

“ Type ”: as to any Loan, its classification as an ABR Loan or a Eurodollar Loan.

“ UCC ”: the Uniform Commercial Code of the State of New York, as in effect on the date hereof.

“ United States ”: the United States of America.

have occurred and be continuing and (y) the Borrowers and the Restricted Subsidiaries shall be in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party, (iii) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value as determined by the Borrowers in good faith of the Borrowers’ or its Subsidiary’s (as applicable) Investment therein, (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (v) the Borrower Agent shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of LLC Parent, certifying compliance with the requirements of preceding clauses (i) through (iv), and (b) any Subsidiary of an Unrestricted Subsidiary. The Borrower Agent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided that (A) immediately after such designation, no Default shall have occurred and be continuing and (B) the Borrower Agent shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of LLC Parent, certifying compliance with the requirements of preceding clause (A); provided , further , that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“ U.S. Lender ”: as defined in Section 2.16(e).

“ Ventas ”: Ventas, Inc., a Delaware corporation.

“ Waivable Mandatory Prepayment ”: as defined in Section 2.8(e).

1.2 Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and (iii) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Section 7 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.” To the extent that any provision of this Agreement requires or tests compliance with (or with respect to) the Financial Condition Covenants prior to the date that such covenants are first tested, such provision shall be deemed to refer to the first covenant level set forth in each applicable Financial Condition Covenant.

(c) Unless otherwise specified herein, any calculation of the Fixed Charge Coverage Ratio, Interest Coverage Ratio, Consolidated Total Leverage Ratio, and Consolidated Senior Secured Leverage Ratio shall be determined based on the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a) or (b), as applicable, prior to the applicable date of determination and subject to pro forma adjustments to the extent specified in any applicable provision.

(e) The term “license” shall include sub-licenses.

(f) The term “lease” shall include sub-leases.

(g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Initial Commitments . (a) Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (a “ Loan ”) in Dollars to the Borrowers on the Closing Date in an amount not to exceed the amount of the Initial Commitment of such Lender. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower Agent and notified to the Administrative Agent in accordance with Sections 2.3 and 2.9.

2.2 [ Reserved ] .

2.3 Procedure for Loan Borrowing . The Borrower Agent shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit A-1 hereto, (which notice must be received by the

Administrative Agent not later than 3:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date or, in the case the Loans on the Closing Date shall be Eurodollar Loans, three Business Days prior to the anticipated Closing Date) requesting that the Lenders make the Loans on the Closing Date and specifying (i) the aggregate principal amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether such Loans being incurred are to be made as ABR Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period applicable thereto and (iv) the appropriate Borrower or Borrowers. Upon receipt of such borrowing notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 10:00 A.M., New York City time, on the Closing Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Loan or Loans to be made by such Lender.

2.4 Repayment of Loans . The Loan of each Lender shall be payable in equal consecutive quarterly installments, commencing on December 31, 2012, on the last Business Day of each of December, March, June and September following the Closing Date, as indicated below (as adjusted to reflect any prepayments thereof in accordance with Section 2.14(h)):

Date of Payment	Amount of Loan Payment
December 31, 2012	$	2,708,333.33
March 31, 2013	$	4,062,500
June 30, 2013	$	4,062,500
September 30, 2013	$	4,062,500
December 31, 2013	$	4,062,500
March 31, 2014	$	4,062,500
June 30, 2014	$	4,062,500
September 30, 2014	$	4,062,500
December 31, 2014	$	4,062,500
March 31, 2015	$	4,062,500
June 30, 201 5	$	4,062,500
September 30, 201 5	$	4,062,500
December 31, 201 5	$	4,062,500
March 31, 201 6	$	4,062,500
June 30, 201 6	$	4,062,500
September 30, 201 6	$	4,062,500
December 31, 201 6	$	4,062,500
March 31, 201 7	$	4,062,500
June 30, 201 7	$	4,062,500
September 30, 201 7	$	4,062,500
Maturity Date	$	245,104,166.67

2.5 Repayment of Loans . (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender the principal amount of each outstanding Loan of such Lender made to the Borrowers in installments according to the amortization schedule set forth in Section 2.4 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrowers from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.11.

(b) Notwithstanding anything herein to the contrary, each Lender may, at its option, elect not to receive its pro rata share of any scheduled installments of principal repayments made pursuant to Section 2.4 and Section 2.5(a) (other than payments due on the Maturity Date or such earlier date on which the Loans become due and payable pursuant to Section 8), by giving written notice to the Borrower Agent and the Administrative Agent of its election to do so at least five Business Days prior to the next scheduled installment of principal repayments. Any Lender may revoke such election at any time by giving written notice to the Borrower Agent and the Administrative Agent of its election to do so no later than two Business Days prior to the next scheduled installment of principal repayments.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

( d ) (i) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register pursuant to Section 10.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (A) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (B) the amount of any principal, interest and fees, as applicable, due and payable or to become due and payable from the Borrowers to each Lender hereunder and (C) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

( e ) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.5( d ) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded (absent manifest error); provided , however , that the failure of the Administrative Agent or any Lender to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender or the other obligations of the Borrowers to such Lender in accordance with the terms of this Agreement.

( f ) Any Lender may request that the Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit I . Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.6 Fees, etc . Each Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements.

2.7 Optional Prepayments . (a) The Borrowers may at any time prepay the Loans, in whole or in part, subject to Section 2.14(i), but otherwise without premium or penalty, upon irrevocable notice (provided that such notice may be conditioned on receiving proceeds of any refinancing or Disposition) in substantially the form of Exhibit H hereto delivered to the Administrative Agent no later than 3:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 3:00 P.M., New York City time, one Business Day prior to, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment, and (ii) whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each

relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, and shall be subject to the provisions of Section 2.14.

2.8 Mandatory Prepayments . (a) If any Indebtedness (other than any Indebtedness permitted to be incurred in accordance with Section 7.1 or Section 7.10 ) shall be incurred by the Parent Companies , the Borrowers or any of the Restricted Subsidiaries, the Borrowers shall pay an amount equal to 100% of the Net Cash Proceeds of such Indebtedness within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14.

(d) Amounts to be applied in connection with prepayments pursuant to Section 2.8 shall be applied to the Obligations in accordance with Section 2.14.

by giving written notice to the Borrower Agent and the Administrative Agent of its election to do so on or before two Business Days prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Agent and the Administrative Agent of its election to exercise such option on or before two Business Day s prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied in accordance with Section 2.14), and (ii) to the extent of any excess, to the Borrowers for working capital and general corporate purposes.

2.9 Conversion and Continuation Options . (a) The Borrower Agent may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 12:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date; provided that if any Eurodollar Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17. The Borrower Agent may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 12:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.10 Minimum Amounts and Maximum Number of Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal amount of Eurodollar Loans comprising each tranche of Eurodollar Loans shall be equal to a minimum of $1,000,000 or a whole multiple of $100,000 in excess thereof and (b) no more than 10 tranches of Eurodollar Loans shall be outstanding at any one time.

2.11 Interest Rates and Payment Dates . (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

2.12 Computations of Interest and Fees . (a) All computations of interest and of fees shall be made by the Applicable Agent on the basis of a year of 360 days and, in the case of ABR Loans 365/366 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or ABR in accordance with the definitions of “Eurodollar Rate” and “ABR”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

2.13 Inability to Determine Interest Rate . If prior to the first day of any Interest Period for any Eurodollar Loan:

Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Agent have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.14 Pro Rata Treatment and Payments . (a) Each borrowing by the Borrowers from the Lenders hereunder and each payment by the Borrowers shall be made pro rata according to the respective Loan Percentages of the relevant Lenders in respect of each tranche of the Loans. Subject to Sections 2.21(d)(iv) and Section 2.22(b)(2), each payment (including prepayments) in respect of principal, interest or fees in respect of Loans shall be applied among tranches of Loans as directed by the Borrower Agent. Each payment (including prepayments) in respect of principal or interest in respect of any tranche of the Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders with respect to such tranche, pro rata according to the respective amounts then due and owing to such Lenders; provided , the provisions of this sentence shall not be construed to apply to any payment made pursuant to Sections 2.21 or 2.22 , or obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

In the case of the Administrative Agent:

Bank Name:	Barclays Bank PLC

Address:	70 Hudson Street
	Jersey City, NJ 07302

ABA #:	026 002 574

Account #:	Clad Control Account

Account Name:	050-019104

Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be presumptively correct in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall give notice of such fact to the Borrower Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower Agent. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.

first , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such;

finally , the balance, if any, after all Obligations have been paid in full, to the Borrowers or as otherwise required by Law ;

provided, that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Loan Document be applied to repay or cash collateralized any Excluded Swap Obligation with respect to such Loan Party.

Lender with Loans that are so prepaid, or any Lender so replaced, a fee in an amount equal to (1) after the First Amendment Date and on or prior to December 1, 2014 , the Make Whole Amount, (2) if after December 1, 2014 and on or prior to December 1, 2015 , 2.00% of the aggregate principal amount of the Loans prepaid and (3) if after December 1, 2015 and on or prior to December 1, 2016 , 1.00% of the aggregate principal amount of the Loans prepaid, in each case, along with any fees due and payable.

(b) Notwithstanding anything in clause (a) above to the contrary, if any voluntary prepayments of principal of the Loans is made pursuant to Section 2.7(a) after the First Amendment Date and on or prior to December 1, 2014 (up to, but not to exceed, 35% of the aggregate principal amount of the Loans outstanding on the First Amendment Date) with the Net Cash Proceeds received after the First Amendment Date from any Excluded Issuance, the Borrowers shall pay a fee with respect to such voluntary prepayments equal to 7.00% of the aggregate principal amount of the Loans prepaid.

2.15 Requirements of Law . (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority first made, in each case, subsequent to the date hereof:

(ii) shall subject any Lender to any Taxes (other than (A) Non-Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrowers hereunder, (B) Excluded Taxes (including any change in rate of Excluded Taxes) and (C) Other Taxes) on or with respect to this Agreement, or any Loan made by it or any letter of credit or participation therein; or

material, then from time to time, after submission by such Lender to the Borrower Agent (with a copy to the Administrative Agent) of a reasonably detailed written request therefor (consistent with the detail provided by such Lender to similarly situated borrowers), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for such reduction.

2.16 Taxes . (a) All payments made by or on behalf of the Borrowers or any Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority responsible for administering taxes, excluding (i) Taxes imposed on or measured by net income (however determined) and franchise Taxes (in lieu of net income Taxes) imposed on the Administrative Agent or any Lender as a result of a present, former or future connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) any branch profits Taxes imposed by the United States, (iii) any United States withholding Tax that (A) is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement or designates a new lending office (other than pursuant to a request by the Borrower Agent under Sections 2.19 or 2.20 of this Agreement), except to the extent that such Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to this Section or (B) or is attributable, in the case of a Non-U.S. Lender (as defined below), to such Non-U.S. Lender’s failure to comply with Section 2.16(d) or is attributable, in the case of a U.S. Lender (as defined below) to such U.S. Lender’s failure to comply with Section 2.16(e), and (iv) any United States withholding Tax imposed under FATCA (together the amounts described in clauses (i)-(iv) are the “ Excluded Taxes ”). If any such Taxes that are not Excluded Taxes (the “ Non-Excluded Taxes ”) or Other Taxes are required to be withheld from any amounts payable by or on behalf of the Borrowers or any Guarantor hereunder, the amounts payable by the Borrowers or such Guarantor shall be increased to the extent necessary to yield the Administrative Agent or such Lender (after deduction or withholding of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.

charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or Lender be required to pay any amount to the Borrowers pursuant to this paragraph (g) the payment of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other Person.

(h) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (h). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Administrative Agent.

(k) The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

2.17 Indemnity . The Borrowers agree to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits, including the Applicable Margin) that such Lender may actually sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower Agent has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrowers in making any prepayment of or conversion from Eurodollar Loans after the Borrower Agent has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment, conversion or continuation of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. A reasonably detailed certificate as to (showing in reasonable detail the calculation of) any amounts payable pursuant to this Section submitted to the Borrower Agent by any Lender shall be presumptively correct in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Obligations.

2.18 Illegality . Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof, in each case, made after the date hereof, shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, such Lender shall promptly give notice thereof to the Administrative Agent and the Borrower Agent, and (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall be suspended during the period of such illegality and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law.

2.19 Mitigation of Costs; Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.15, 2.16(a), 2.17 or 2.18 with respect to such Lender, it will, if requested by the Borrower Agent, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that no such designation is made on terms that, in the sole judgment of such Lender, subject such Lender and its lending office(s) to any unreimbursed costs or are otherwise disadvantageous to such Lender and its lending office(s); provided , further , that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 2.15, 2.16(a) or 2.18.

would otherwise require the consent of the Administrative Agent pursuant to Section 10.6(b), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6, (vi) the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution shall consent to such amendment or waiver and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.21 Incremental Loans . (a) At any time or from time to time after the Closing Date, the Borrower Agent may by written notice to the Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments which may be of the same tranche as such existing Loans (a “ Loan Increase ”) or a separate tranche of new term loans (collectively with any Loan Increase, the “ Incremental Commitments ”). Each Incremental Commitment shall be in an aggregate principal amount that is not less than $5,000,000 individually and in integral multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the Incremental Commitments shall not exceed, $75,000,000. Each such notice shall specify (A) the date (each, an “ Increased Amount Date ”) on which the Borrower Agent proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each existing Lender or other Person that is an Assignee (each, a “ New Lender ,” as applicable) to whom the Borrower Agent proposes any portion of such Incremental Commitments, be allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (y) the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent would be required under Section 10.6 for an assignment of Loans or Commitments to such Person and (z) any Affiliated Lender providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 10.6(c) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on or prior to such Increased Amount Date after giving effect to such Incremental Commitments; (2) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “ Incremental Joinder Agreement ”) executed and delivered by the Borrowers, the New Lender, and the Administrative Agent, or another form of incremental amendment, each of which shall be recorded in the Register; (3) the Borrowers shall be in pro forma compliance with the Financial Condition Covenants, and in any event, after giving effect to any acquisitions, Dispositions or repayments of Indebtedness during the relevant determination period or simultaneously with the borrowing of the Incremental Loans; (4) the Consolidated Senior Secured Leverage Ratio of the Borrowers and the Restricted Subsidiaries shall be less than 2.25 to 1.00 calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, (5) the Borrowers shall pay, or cause to be paid, all fees and expenses owing in respect of such Incremental Loans to the Administrative Agent, the Collateral Agent and the Lenders, (6) the representations and warranties of the Parent Companies, the Borrowers and their respective Subsidiaries set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified as to materiality, in all respects) on and as of such Increased Amount Date as if made on and as of such date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date) and (7) the Administrative Agent shall have received

such legal opinions and other documents reasonably requested by the Administrative Agent in connection therewith.

( d ) The terms, provisions and documentation of the Incremental Loans and Incremental Commitments, as the case may be, of any tranche shall be as agreed between the Borrowers and the New Lenders, providing such Incremental Loans and Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Loans, shall be reasonably satisfactory to Administrative Agent. In any event:

(ii) the final maturity date of any tranche of the Incremental Loans shall be no earlier than the original Maturity Date;

(iii) in the case of a Loan Increase, any Incremental Loans shall be on the same terms and pursuant to the same documentation as the Loans increased thereby;

Incremental Loans will rank pari passu with, or junior to, the liens securing the existing Loans.

(e) Each Incremental Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers to effect the provisions of this Section, and for the avoidance of doubt, this Section shall supersede any provisions in Section 10.7 or 10.1 to the contrary.

( f ) The Loans and Commitments extended or established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantee Obligations and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the extension or establishment of any such Loans or any such Commitments.

2.22 Extensions of Loans and Commitments . (a) Notwithstanding anything to the contrary in this Agreement, the Borrower Agent may request that the Lenders extend the maturity of their Loans, to a date to be agreed by the Extending Lenders. In order to exercise such right, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders) (the “ Extension Request ”).

(b) The Borrowers may provide an Extension Request to the Administrative Agent no more than 120, and no fewer than 45, days prior to the then effective Maturity Date. The Extension Request shall set f orth the proposed terms of any Extended Lender Loans to be established, which terms shall be identical to those applicable to the tranche from which they are to be extended (such non-extended Loans, the “ Non-Extended Loans ”, and collectively, the “ Non-Extended Lender Loans ”) except (x) the maturity date of any Extended Lender Loan shall be at least one year later than the Maturity Date, (y) additional fees, premiums and different interest rates may be payable to the Lenders providing any Extended Lender Loans and (z) Extended Lender Loans may be subject to covenants or other provisions applicable only to periods after the Maturity Date; provided that, notwithstanding anything to the contrary in this Section or otherwise in this Agreement, (1) no Extended Lender Loans shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the applicable Non-Extended Lender Loans; (2) the repayment (other than in connection with a permanent repayment), the mandatory prepayment of any Loans applicable to any Extended Lender Loan of any tranche shall be made on a pro rata basis with all other outstanding Loans (including all Extended Lender Loans) of such tranche ( provided that Extended Lender Loans may, if the Extending Lenders making or committing to any such Extended Lender Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reduction hereunder); (3) no Extended Lender Loans may be optionally prepaid prior to the date on which the related Non-Extended Loans are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the related Non-Extended Loans; (4) each Lender holding Loans of any tranche shall be permitted to participate in the related tranche of Extended Lender Loans in accordance with its pro rata share of the Loans of such tranche; (5) no Default shall exist on the Extension Date before or after giving effect to any Extended Lender Loans; and (6) Extended Lender Loans shall be treated as a separate tranche from Non-Extended Loans. No Lender shall have any obligation to convert any Non-Extended Lender Loans held by it into Extended Lender Loans pursuant to the Extension Request.

(d) Loans whose maturity is extended pursuant to this Section are referred to as “ Extended Lender Loans ”.

(f) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any tranche of Loans are converted to extend the scheduled maturity date in accordance

with this Section (the “ Extension Date ”), the aggregate principal amount of Loans of such tranche of each Extending Lender shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Lender Loans relating to such tranche so converted by such Lender on such date.

2.23 Borrower Agent . Each Borrower hereby designates the Genesis Borrower (the “ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent and the Lenders. The Borrower Agent hereby accepts such appointment. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing and Conversion/Continuation Notice) delivered by the Borrower Agent on behalf of any Borrower. The Administrative Agent may give any notice or communication with a Borrower hereunder to the Borrower Agent on behalf of such Borrower. The Administrative Agent shall have the right, in its discretion, to deal exclusively with the Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon and enforceable against it.

2.24 Nature and Extent of Each Borrower’s Liability . (a) Each Borrower agrees that it is jointly and severally liable for the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. The Loans constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by a Lien upon all Collateral; provided , however , that each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

SECTION 3. REPRESENTATIONS AND WARRANTIES

a Material Adverse Effect, and (v) has all necessary Permits and Primary Licenses from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits and Primary Licenses, make such filings or give such notices, in the aggregate, c ould not reasonably be expected to have a Material Adverse Effect.

(e) With respect to any Healthcare Facility, except as set forth on Schedule 3.1(e ), no Healthcare Facility currently has outstanding any violation, and no statement of charges or deficiencies

has been made or penalty enforcement action has been undertaken each that remain outstanding against any Healthcare Facility, any Loan Party, any Subsidiary or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority, and there have been no violations threatened in writing against any Healthcare Facility’s, or any Loan Party’s or any Subsidiary’s certification for participation in applicable Third-Party Payor Programs that remain open or unanswered except to the extent same could not reasonably be expected to have a Material Adverse Effect and, with respect to any Healthcare Facility’s or any Loan Party’s certificate for participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower.

3.2 Loan Documents and Lease Consent and Amendment Agreements . (a) The execution, delivery and performance by each Loan Party of the Loan Documents and Lease Consent and Amendment Agreements to which it is a party and the consummation of the other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party’s organizational or governing documents, (B) violate any applicable Requirement of Law in any material respect, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation (including the Material Master Leases) of any Loan Party or any of their Restricted Subsidiaries other than those that (x) have been permanently waived or consented to in writing by the applicable counterparty or (y) would not, in the aggregate, have a Material Adverse Effect or (D) result in the imposition of any Lien (other than a Lien permitted by Section 7.2) upon any property of any Loan Party or any of their Restricted Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents, (B) those listed on Schedule 3.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or, upon request, will be, prior to the Closing Date, made available or delivered to the Administrative Agent, and each of which on the Closing Date, will be in full force and effect, and (C) those which the failure to obtain would not result in a Material Adverse Effect. The Material Master Leases are valid, binding and enforceable according to their terms.

3.3 Financial Statements . (a) The Audited Financial Statements with respect to LLC Parent, and, to LLC Parent’s knowledge, the Audited Financial Statements with respect to the Sun Borrower (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein ; and (ii) fairly present in all material respects the financial condition of LLC Parent and its Subsidiaries or the Sun Borrower and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(c) The C onsolidated pro forma balance sheet of LLC Parent and its Subsidiaries as at June 30, 2012, and the related C onsolidated pro forma statements of income and cash flows of LLC Parent and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of LLC Parent , copies of which have been furnished to each Lender, fairly present in all material respects the C onsolidated pro forma financial condition of LLC Parent and its Subsidiaries as at such date and the C onsolidated pro forma results of operations of LLC Parent and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactions, all in accordance with GAAP.

3.4 Material Adverse Effect . Since December 31, 201 2 , there has been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

3.5 Solvency . Both before and after giving effect to (a) the disbursement of the proceeds of such Loans, (b) the consummation of the Transactions and (c) the payment and accrual of all transaction costs in connection with the foregoing and any contribution and indemnification between such Person, the Parent Companies , the Borrowers and the Restricted Subsidiaries, on a C onsolidated basis, are Solvent.

3.6 Litigation . Except as disclosed on Schedule 3.6, there are no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Loan Parties or any Restricted Subsidiary with, by or before any Governmental Authority other than those that could not reasonably be expected to, in the aggregate, have a Material Adverse Effect.

3.7 Taxes . Except as set forth on Schedule 3.7 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Loan Party or any Restricted Subsidiary have been filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party or any Restricted Subsidiary in accordance with GAAP. Other than as set forth on Schedule 3.7 , no material Tax Return is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has been given or made by any Governmental Authority. Except as set forth on Schedule 3.7 , or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party or any Restricted Subsidiary from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

3.8 Margin Regulations . No Loan Party is engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Board.

3.9 No Burdensome Obligations; No Defaults . No Loan Party nor any Restricted Subsidiary is a party to any Contractual Obligation, no Loan Party nor any Restricted Subsidiary has organizational or governing documents containing obligations, and, to the knowledge of the Loan Parties, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Loan Party nor any Restricted Subsidiary (and, to the knowledge of each Loan Party, no other party thereto) is in default under or with respect to any Contractual Obligation of any Loan Party or any Restricted Subsidiary, other than those that would not, in the aggregate, have a Material Adverse Effect.

3.10 Investment Company Act . No Loan Party nor any Restricted Subsidiary 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.

3.11 Labor Matters . There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Loan Party, threatened) against or involving any Loan Party or any Restricted Subsidiary, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 3.11 , as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party, (b) no petition for certification or election of any such representative is

existing or pending with respect to any employee of any Loan Party or any Restricted Subsidiary and (c) no such representative has sought certification or recognition with respect to any employee of any Loan Party or any Restricted Subsidiary.

3.12 ERISA . (a) Schedule 3.12(a) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (i) all Title IV Plans and (ii) all Multiemployer Plans. Each Benefit Plan and Multiemployer Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or (to the knowledge of any Loan Party) investigation involving any Benefit Plan and, to the knowledge of any Loan Party, Multiemployer Plan, to which any Loan Party or any Restricted Subsidiary incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. Except for such liabilities that would not, in the aggregate, have a Material Adverse Effect, no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal, as of the Closing Date, from any Multiemployer Plan.

(b) Schedule 3.12( b ) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies all Foreign Pension Plans. Each Foreign Pension Plan, and each trust thereunder, intended to qualify for tax exempt status under any Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan. No Loan Party has engaged in a transaction which would subject any Loan Party, directly or indirectly, to a tax or civil penalty that could reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans will not result in liability of the Borrower that could reasonably be expected to result in a Material Adverse Effect.

3.13 Environmental Matters . Except for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, (i) the operations of each Loan Party and each Restricted Subsidiary are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (ii) no Loan Party nor any Restricted Subsidiary is subject to or has received written notice of any Environmental Claim, or to its knowledge been threatened with any potential Environmental Claim, excluding any Environmental Claim which has been fully resolved with no further obligations on the part of said Loan Party or Restricted Subsidiary, (iii) no Loan Party or Restricted Subsidiary has received notice from a Governmental Authority that a Lien in favor of such Governmental Authority has attached to any Property of any Loan Party or Restricted Subsidiary, securing, in whole or part, Environmental Liabilities, (iv) there has been no Release, or to the knowledge of any Loan Party, threatened Release, on, under or migrating to or from any real property currently, or to the knowledge of any Loan Party, formerly, owned, leased, subleased, operated, or otherwise occupied by any Loan Party or any Restricted Subsidiary that is likely to result in any Loan Party or Restricted Subsidiary incurring Environmental Liabilities, and (v) to the knowledge of any Loan Party, there are no facts, circumstances or conditions arising out of or relating to the operations of any Loan Party or any Restricted Subsidiary or real property currently or, to the knowledge of any Loan Party, formerly owned, leased, subleased,

operated or otherwise occupied by or for any Loan Party or any Restricted Subsidiary that would be reasonably expected to result in any Loan Party or any Restricted Subsidiary incurring Environmental Liabilities.

3.14 Intellectual Property . To the knowledge of each Loan Party, except as could not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, (a) each Loan Party and each Restricted Subsidiary owns or licenses all Intellectual Property that is necessary for the operations of its businesses, (b) the conduct and operations of the businesses of each Loan Party and each Restricted Subsidiary does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (c) no other Person has contested any right, title or interest of any Loan Party or any Restricted Subsidiary in or to any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein. Except for matters which are not reasonably expected to, in the aggregate, have a Material Adverse Effect, there are (x) no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Loan Party or any Restricted Subsidiary, (y) no judgment or order rendered by any competent Governmental Authority, and (z) no settlement agreement or similar Contractual Obligation entered into by any Loan Party or any Restricted Subsidiary, in each case, with respect to Intellectual Property owned by any Loan Party or any Restricted Subsidiary and/or based on a claim of infringement, misappropriation, dilution, violation or impairment or contest of Intellectual Property owned by a third party, and no Loan Party knows of any valid bases for any such claim.

3.15 Title; Real Property . (a) Set forth on Schedule 3.15 is, as of the Closing Date, (i) a complete and accurate list of all material Healthcare Facilities and other material real property in which any Loan Party and any Restricted Subsidiary owns a leasehold, joint venture or other interest setting forth, for each such real property, the current street address (including, where applicable, county/city, state and other relevant jurisdictions), the record owner thereof, the interest of the Loan Parties and the Restricted Subsidiaries in such real property and, where applicable, each landlord, lessee and sublessee thereof, and (ii) each Contractual Obligation made by a Loan Party or a Restricted Subsidiary, whether contingent or otherwise, to Dispose of such real property on or after the date hereof.

3.16 Full Disclosure . The information (other than projections and statements of a general economic or general industry nature) prepared or furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with any Loan Document or any other transaction contemplated therein (in each case, as modified or supplemented by other information so furnished), taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not materially misleading, when considered in their entirety; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.

3.17 Patriot Act; OFAC . (a) To the extent applicable, each Loan Party and its Subsidiaries are in compliance in all material respects with (i) the Trading with the Enemy Act, as amended, and each

of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

3.18 No Default . No Default or Event or Default has occurred and is continuing.

3.19 Use of Proceeds . The Borrowers shall use the proceeds (i) to finance the Acquisition; (ii) to finance the Refinancing; (iii) to pay all related fees and expenses associated with the foregoing and (iv) for working capital and general corporate purposes.

3.20 Insurance . Schedule 3.20 sets forth, as of the Closing Date, a true, complete and correct description of all insurance maintained by each Loan Party for itself or for the Restricted Subsidiaries as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid. As of the date hereof, the Loan Parties and the Restricted Subsidiaries have insurance in such amounts and covering such risks and liabilities as is customary with companies in the same or similar businesses operating in the same or similar locations.

3.21 Reportable Transactions . Neither the Borrower nor any of its Restricted Subsidiaries expects to identify one or more of the Loans under this Agreement as a “reportable transaction” on IRS Form 8886 filed with the U.S. Tax Returns for purposes of Section 6011, 6111 or 6112 of the Code or the Treasury regulations promulgated thereunder.

Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (solely to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 3.22(a) , the recordation of the security interest of the Collateral Agent on behalf of the Secured Parties in the United States Patent and Trademark Office and the other filings specified on Schedule 3.22(a) , and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.2).

SECTION 4. CONDITIONS PRECEDENT

(d) Consummation of the Refinancing; Extinguishment of Liens . On or prior to the Closing Date and concurrently with the incurrence of the Loans, Indebtedness under the Existing Sun Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon and all commitments thereunder shall have been terminated and all liens securing the obligations under the Existing Sun Credit Agreement shall have been terminated (or arrangements reasonably satisfactory to the Administrative Agent for such termination shall have been made). The Parent Companies, the Borrower and its Restricted Subsidiaries shall have no Indebtedness for borrowed money outstanding as

of the Closing Date other than under the Facility and the other Indebtedness permitted by Sections 7.1(a), (f), (j) and (k).

(e) Solvency Certificate . The Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of LLC Parent , substantially in the form of Exhibit G hereto.

(g) Closing Certificate . The Administrative Agent shall have received a certificate of each of the Parent Companies, the Borrowers and each Subsidiary Guarantor dated the Closing Date, substantially in the form of Exhibit D , with appropriate insertions and attachments.

(i) Financial Statements . The Administrative Agent shall have received (i) audited Consolidated balance sheets of LLC Parent and the Sun Borrower, respectively, and the related statements of income, changes in equity and cash flows of LLC Parent and the Sun Borrower, respectively, for the three most recently completed fiscal years, (x) in the case of LLC Parent, ended at least 90 days before the Closing Date and (y) in the case of the Sun Borrower, ended at least 75 days before the Closing Date and (ii) unaudited Consolidated balance sheets and related statements of income, changes in equity and cash flows of LLC Parent and the Sun Borrower, respectively, for each subsequent fiscal quarter after December 31, 2011, (x) in the case of LLC Parent, ended at least 45 days before the Closing Date and (y) in the case of the Sun Borrower, ended at least 40 days before the Closing Date.

(j) Pro Forma Financial Statements . The Administrative Agent shall have received a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of the Parent Companies, the Borrowers and their respective Restricted Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

(o) Company Material Adverse Effect . (x) Since December 31, 2011 through June 20, 2012, no event, change, circumstance, development, occurrence, condition, effect or state of facts that has occurred has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) since June 20, 2012, there shall have been no event, change, circumstance, development, occurrence, condition, effect or state of facts that, individually or in the aggregate, has had and continues to have, or would reasonably be expected to have, a Company Material Adverse Effect.

(p) Master Lease Material Adverse Effect . The Master Leases (including the Health Care REIT Lease Consent and Amendment Agreement, the Omega Lease Consent and Amendment Agreement, and the Sabra Lease Consent and Amendment Agreement) shall not have been modified in any manner that would reasonably be expected to (i) materially adversely affect the tenant or the tenant’s business or (ii) materially adversely affect the rights of the Lenders as provided in Master Lease Intercreditor Agreements; it being understood that any amendments made to (a) the Health Care REIT (Sun) Lease in connection with the transactions contemplated by Section 1(b) of the Health Care Lease Consent and Amendment Agreement and (b) the Sabra Lease in connection with the transactions contemplated by Sections 1(d) and 1(e) of the Sabra Lease Consent and Amendment Agreement, in each case, shall be deemed not to materially adversely affect such tenant or such tenant ’ s business or the Master Lease Intercreditor Agreements.

Genesis Borrower shall, after giving effect to the Transactions, be deemed to be in pro forma compliance with the tangible net worth covenants contained in the Ventas Guaranty and each default and event of default that may have occurred and be continuing as a result of such failure to comply with the tangible net worth covenant shall have been waived.

(r) Fees . All fees and reasonable out-of-pocket expenses, to the extent invoiced at least 1 Business Day prior to the Closing Date, shall have been paid.

(s) Representations and Warranties . On the Closing Date, each of the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all respects.

(t) Borrowing Notice . The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 2.3 and substantially in the form of Exhibit A-1 hereto.

SECTION 5. REPORTING COVENANTS

5.1 Financial Statements . Deliver to the Administrative Agent each of the following:

(b) Annual Reports . As soon as available, and in any event within 120 days after the end of each fiscal year, the Consolidated balance sheet of LLC Parent and its Subsidiaries of the end of such year and related C onsolidated statements of income, stockholders’ equity and cash flow for such fiscal year, each prepared in accordance with GAAP, together with a certification by LLC Parent’ s nationally-recognized independent registered public accountants that such Consolidated financial statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of LLC Parent and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification. The financial statements delivered under this clause (b) shall include an unaudited schedule reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any).

(d) Projections . As soon as available, but in any event not later than 30 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2013), a reasonably detailed Consolidated budget for the following fiscal year in a form reasonably acceptable to the Administrative Agent including a projected Consolidated balance sheet of the Parent Companies, the Borrowers and the Restricted Subsidiaries as of the end of the following fiscal year and the related Consolidated statements of projected cash flows and projected income.

(f) Audit Reports, Management Letters, Etc . Together with each delivery of any financial statement for any fiscal year pursuant to clause (b) above, copies of each management letter, audit report or similar letter or report received by LLC Parent from any independent registered certified public accountant (including LLC Parent’ s accountants) in connection with such financial statements

or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of LLC Parent as part of the Compliance Certificate delivered in connection with such financial statements.

5.2 Other Events . Give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 5 days after any Responsible Officer of any Loan Party knows or has reason to know of it: (a)(i) any Default under this Agreement, any Material Master Lease and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.8 and/or Section 2.8 of the ABL Credit Agreement, including without limitation any Recovery Event over $1,500,000, which notice shall state the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) any potential, threatened or existing material litigation or material proceeding against, or material investigation by or before any Governmental Authority of (or any agent, contractor, employee, designee of any Governmental Authority, including any private contractors retained by and/or acting on behalf of any Governmental Authority), any Loan Party, any Restricted Subsidiary or any Healthcare Facility, that could reasonably be expected to have a Material Adverse Effect, or to materially and adversely affect the right to operate any Healthcare Facility, (d) to the extent not already disclosed, the entering into any Material Master Lease, and (e) the closing of, or loss or non-renewal (or written threat of loss) of Primary License related to, any Healthcare Facility, or withdrawal from Medicare, Medicaid or TRICARE or any of the next five largest Third-Party Payor Programs based on the reimbursements from such Third-Party Payor Programs to the Borrowers and their Subsidiaries on a Consolidated basis.

5.3 ERISA Matters . Give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice, provided , that when such a notice is filed by an ERISA Affiliate that is not a Loan Party, such notice must only be given to the Administrative Agent where such termination would reasonably be expected to have a material impact on a Loan Party, and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

5.4 Environmental Matters . (a) Provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event no later than 14 days after any Responsible Officer of any Loan Party knows of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Loan Party of any written notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any

material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in a Material Adverse Effect, and (ii) the receipt by any Loan Party of notification that any property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities.

5.5 Other Information . Provide the Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Loan Party as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request, including, without limitation, if requested by the Administration Agent, copies of field audits and appraisals that are delivered to the administrative agent under the ABL Facility.

SECTION 6. AFFIRMATIVE COVENANTS

6.1 Maintenance of Corporate Existence . (i) Preserve and maintain its legal existence, including doing all the things necessary to observe organizational formalities (except to the extent expressly permitted by Section 7.5); (ii) preserve and maintain its rights (charter and statutory), privileges, franchises and Permits necessary or desirable in the conduct of its business, except, in the case of clause (ii), the failure to do so would not, in the aggregate, have a Material Adverse Effect.

6.2 Compliance with Laws, Etc . (a) Comply in all material respects with and cause each of its employees, and use commercially reasonable efforts to cause each of its, contractors and its tenants or operators under any Lease to comply in all material respects with all applicable Requirements of Law including Healthcare Laws, Permits and the Primary Licenses. Each Loan Party and Restricted Subsidiary shall maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. No Loan Party or Restricted Subsidiary shall transfer any Permit to any location other than in compliance with Healthcare Laws or pledge any Permit as collateral security for any Indebtedness (except as permitted under the Loan Documents), and each Loan Party and Restricted Subsidiary shall hold each Permit free from restrictions or known conflicts, which, in each case, would materially impair the use or operation of the related Facility for the uses described in Section 3.1(b). No Borrower shall (i) subject to Section 6.4, rescind, withdraw or revoke the Permit for any Healthcare Facility or amend, modify, supplement or otherwise alter the nature, tenor or scope of the Permit for any Healthcare Facility to the extent that such change, revocation or alteration in the Permit would have a Material Adverse Effect; or (ii) voluntarily transfer or encourage the transfer of any resident of a Healthcare Facility to any other facility, unless such transfer is permitted or required by Requirements of Law or Healthcare Laws, is for reasons relating to the welfare, health or safety of the resident to be transferred or other individuals or residents at the facility or is due to

good faith concerns that the resident will not be able to pay his or her bills owed to the Healthcare Facility.

6.3 Payment of Obligations . Pay or discharge before they become delinquent (a) all material claims, Taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Loan Party, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party or Restricted Subsidiary in accordance with GAAP or with respect to which failure to do so would not have a Material Adverse Effect.

6.4 Maintenance of Property . Maintain and preserve, in its own name, (a) in good working order and condition all of its property necessary in the conduct of its business, and (b) all rights, permits, licenses, approvals and privileges (including all Permits and Primary Licenses) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) or to make such necessary or appropriate filings above that would not, in the aggregate, have a Material Adverse Effect.

6.5 Maintenance of Insurance . (a) Maintain or cause to be maintained in full force and effect all policies of insurance of the kinds customarily insured against by Persons engaged in the same or similar business (including self insurance) with respect to the property and businesses of the Loan Parties and the Restricted Subsidiaries with financially sound and reputable insurance companies or associations of similar nature.

6.6 Keeping of Books . Keep proper books of record and account, in which full, true and correct entries in all material respects shall be made in accordance with GAAP and in substantial compliance in all material respects with all other applicable Requirements of Law of all financial transactions and the assets and business of each Loan Party and each Restricted Subsidiary.

6.7 Access to Books and Property . Permit the Administrative Agent (and, after an Event of Default, the Lenders and any Related Person of any of them accompanying the Administrative Agent) at any reasonable time during normal business hours and with reasonable advance notice to the Borrower Agent (during the continuance of an Event of Default, 1 Business Day shall be deemed to be reasonable advance notice) to (a) visit and inspect the property of each Loan Party and each Restricted Subsidiary and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Loan Party and each Restricted Subsidiary, (b) discuss the affairs, finances and accounts of such Loan Party or such Restricted Subsidiary with any officer or director of any Loan Party or any Restricted Subsidiary and (c) communicate with an officer of any Loan Party or any Restricted Subsidiary and upon receipt of prior approval, directly with any registered certified public accountants (including LLC Parent’s accountants) of any Loan Party or any Restricted Subsidiary; provided , that, excluding any such visits and inspections during the continuation of an Event of Default the Administrative Agent and the Lenders shall not exercise such rights more than one time (in the aggregate) in any calendar year. Each Loan Party and each Restricted Subsidiary shall authorize their respective registered certified public accountants (including LLC Parent’s accountants) to communicate directly with the Administrative Agent, the Lenders, their respective Related Persons and such officer contemporaneously, and to disclose to the Administrative Agent, the Lenders and their respective Related Persons all financial statements and other documents and information as they might have and are available to a Loan Party or a Restricted Subsidiary and the Administrative Agent or any Lender reasonably requests with respect to any Loan Party or any Restricted Subsidiary. The Administrative Agent and the Lenders shall give the Parent Companies and the Borrowers the opportunity to participate in any discussions with LLC Parent’s independent public accountants.

6.8 Environmental . Comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if the Administrative Agent at any time has a reasonable basis to believe that there exist material violations of Environmental Laws by any Loan Party or that there exist any material Environmental Liabilities, in each case, then each Loan Party shall promptly upon receipt of request from the Administrative Agent, cause the performance of environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. In the event (a) the Loan Party does not commence such work within thirty (30) days of such request and diligently pursue such work or (b) there is an Event of Default, the Administrative Agent, upon written notice to such Loan Party, shall have access to such real property to undertake the work, provided, that the Administrative Agent shall only be allowed to do so under the following conditions: (i) that it provide written notice at least five (5) business days in advance prior to the intended entrance onto the real property; (ii) that the work be conducted during normal business hours; (iii) that the Administrative Agent indemnify and hold harmless said Loan Party for any damages or losses resulting from the performance of the work by the Administrative Agent or its representatives; (iv) that the Administrative Agent ensure that the real property is restored to its pre-work condition, including, without limitation, restoring any surfaces that were disturbed during the performance of the work and properly closing any wells or boreholes installed during the performance of the work; and (v) abiding by all other health and safety requirements of the Loan Party that would typically be imposed on a visitor to the real property. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

6.9 Post Closing Obligations . Cause to be performed and completed, to the Administrative Agent’s reasonable satisfaction, all of the obligations set forth on Schedule 6.9 hereto within the time periods set forth on Schedule 6.9 or such longer period as the Administrative Agent shall permit in its reasonable discretion.

6.10 Additional Collateral, etc . (a) With respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party that is required by the terms of this Agreement and the other Loan Documents to become Collateral (other than any property subject to a Lien expressly permitted by Section 7.2(c) ) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, except as otherwise provided in the Security Documents promptly, but in any case within 45 days (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property (with the priority specified in the Intercreditor Agreement) and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by the Intercreditor Agreement) in such property (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such property as of the Closing Date), including, without limitation, the filing of UCC financing statements in

such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.

6.11 Maintenance of Ratings . Use commercially reasonable efforts to maintain a public corporate family rating and a public rating on the Loans from Moody’s and a public corporate rating and a public rating on the Loans from S&P.

6.12 Further Assurances . Maintain the security interest created by the Security Documents as a perfected security interest having at least the priority specified in the Intercreditor Agreement (to the extent such security interest can be perfected through the filing of UCC-1 financing statements, the Intellectual Property filings to be made pursuant to Schedule 4 of the Guarantee and Collateral Agreement, the execution of control agreements, or the delivery of Pledged Securities required to be delivered under the Guarantee and Collateral Agreement), subject to the rights of the Loan Parties under the Loan Documents to Dispose of the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby.

6.13 Interest Rate Protection . Enter into within 90 days after the Closing Date and maintain, from the Closing Date to the date that is the two year anniversary of the Closing Date, interest rate Hedging Agreements, to the extent necessary, that result in at least 50% of the aggregate consolidated outstanding Indebtedness for borrowed money of the Borrowers and the Restricted Subsidiaries being effectively subject to a fixed interest rate for the period ending on the second anniversary of the Closing Date.

6.14 Use of Proceeds . The proceeds of the Loans shall be used to effect the Transactions and for general corporate (including working capital) purposes of the Parent Companies and their Subsidiaries not prohibited by this Agreement.

6.15 Annual Lenders Meeting . Participate in an annual telephonic conference call with the Administrative Agent and the Lenders at such time as may be reasonably agreed to by the Borrowers and the Administrative Agent.

6.16 Material Master Leases . With respect to any Material Master Lease (other than the Master Leases), cause the parties to such Material Master Lease to execute an intercreditor or similar agreement satisfactory to the Administrative Agent, on terms substantially similar to those set forth in the Master Lease Intercreditor Agreements or on terms no less favorable to the Lenders than those set forth in the Master Lease Intercreditor Agreements, as reasonably determined by the Administrative Agent.

SECTION 7. NEGATIVE COVENANTS

7.1 Indebtedness . Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing on the date hereof and set forth in Schedule 7.1 , and any Permitted Refinancing thereof;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of the Borrowers and the Restricted Subsidiaries to the extent permitted by Section 7.4(c); provided that (i) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Restricted Subsidiary that is not a Subsidiary Guarantor to a Subsidiary Guarantor or the Borrowers which exceeds $5,000, individually, or $1,000,000, in the aggregate, shall be evidenced by a promissory note (which shall be substantially in the form of Exhibit M hereto) with customary subordination provisions, (ii) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Subsidiary that is a Borrower, to the extent required to be pledged under the Security Agreement, shall be evidenced by a promissory note, and (iii) each such promissory note under clause (ii) hereof shall be pledged to the Collateral Agent pursuant to the Security Agreement to the extent required thereby;

(f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by the Borrowers or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

(g) Indebtedness assumed in connection with a Permitted Acquisition and any Permitted Refinancing thereof; provided that (i) such Indebtedness is not incurred in contemplation of, or in connection with, such Permitted Acquisition, (ii) both immediately prior and after giving effect thereto, no Event of Default shall exist or result therefrom, (iii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such incurrence had occurred as of the first day of such period shall be 0.25:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14 and (iv) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer to the effect set forth in clauses (ii) and (iii) above setting forth reasonably detailed calculations demonstrating compliance with subclauses (ii) and (iii) above;

(k) the guaranty by the Borrower s or the Restricted Subsidiaries, as the case may be, of the HUD Sub-Facility Entities’ obligations under the HUD Sub-Facility Credit Agreement in an aggregate principal amount not exceeding $20,000,000;

(p) Indebtedness representing deferred compensation to employees of the Parent Companies, the Borrower or any of its Subsidiaries incurred in the ordinary course of business consistent with past practice;

(q) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(t) Indebtedness incurred by any Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(u) Indebtedness of the Borrowers and the Restricted Subsidiaries under any Hedge Agreement permitted under Section 7.4(f);

(x) Indebtedness in respect of Real Property Financing Obligations;

(y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount not exceeding $10,000,000 at any time outstanding, so long as such Indebtedness is non-recourse to the Loan Parties; and

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of LLC Parent dated such date prepared in accordance with GAAP.

7.2 Liens . Create, incur, assume or permit to exist any Lien on any property or assets (including Capital Stock or other securities of any person, including the Borrowers or any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(b) any Lien created under the (i) Loan Documents and (ii) ABL Loan Documents; provided that such Liens are subject to the terms of the Intercreditor Agreement;

(d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3;

(e) Liens in respect of property of the Borrowers or the Restricted Subsidiaries imposed by Requirements of Law, which were incurred in the ordinary course of business and do not

secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due or payable or which are being contested in compliance with Section 6.3;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8;

(k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of the Borrowers or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the Obligations;

(l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;

(m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement;

(o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $5,000,000;

(t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement;

(v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor;

(w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement;

(x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(z);

(z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder.

7.3 Sale and Lease-Back Transactions . Enter into any arrangement, directly or indirectly, with any person (other than the Borrowers or any Restricted Subsidiary) whereby it shall Dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Lease-Back Transaction ”) unless (a) the Disposition of such property is permitted by Section 7.5, (b) any Capital Lease Obligations or Liens arising in connection therewith are permitted by Sections 7.1 and 7.2, as the case may be and either (1) consist of Real Property Financing Obligations and Liens granted in connection therewith or (2) are in an aggregate principal amount not exceeding $25,000,000 at any time outstanding and (c) the Borrowers shall be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such Sale and Lease-Back Transaction had occurred as of the first day of such period; provided that, the Net Cash Proceeds of such Sale and Lease-Back Transaction shall be applied in accordance with Section 2.8(b);

7.4 Investments, Loans and Advances . Purchase, hold or acquire any Capital Stock, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person (all of the foregoing, “ Investments ”), except:

(a) (i) Investments by the Borrowers and the Restricted Subsidiaries existing on the date hereof in the Capital Stock of their subsidiaries and (ii) additional investments by the Borrowers and the Restricted Subsidiaries in the Capital Stock of the Restricted Subsidiaries; provided that, (A) except as permitted by Section 6.10 , any such Capital Stock held by the Borrowers or a Subsidiary Guarantor shall be pledged pursuant to the Guarantee and Collateral Agreement to the extent required thereby and (B) after the date hereof, the aggregate amount of investments made pursuant to this Section 7.4(a) and Section 7.4(c) by Loan Parties in, and loans and advances made pursuant to this Section 7.4(a) and Section 7.4(c) by Loan Parties to, Restricted Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $10,000,000 at any time outstanding;

(b) Investments in cash and Cash Equivalents;

(c) Investments made by the Borrowers in any Restricted Subsidiary and made by any Restricted Subsidiary in the Borrowers or any other Restricted Subsidiary; provided that (i) any such Investments made by the Borrowers or the Subsidiary Guarantors shall be pledged pursuant to the Guarantee and Collateral Agreement to the extent required thereby and (ii) the amount of such Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above;

(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the Borrower Representative shall provide prompt written notice to the Administrative Agent of any such settlement of accounts for which the face value is greater than or equal to $1,000,000 individually (or for a group of related accounts) and for each such settlement if the aggregate face value of such accounts is greater than or equal to $10,000,000;

(e) the Borrowers and the Restricted Subsidiaries may make loans and advances in the ordinary course of business to employees, directors and officers of the Parent Companies, the Borrowers and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding, when added to the aggregate amount of guarantees under Section 7.1(w) , not to exceed $5,000,000 (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such person’s purchase of Capital Stock of LLC Parent (provided that the amount of such loans and advances to the extent made in cash shall be contributed to the Borrowers in cash as common equity) and (iii) for any other purpose;

(g) to the extent that such assets or Capital Stock are transferred to a Borrower or a Restricted Subsidiary contemporaneously with such acquisition and such acquisition is consensual and approved by the board of directors of such Acquired Entity or Business, the Borrowers and the Restricted Subsidiaries may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 75% of the Capital Stock (other than directors’ qualifying shares) of a Person; provided that (i) the Acquired Entity or Business shall be in a line of Business permitted by Section 7.8(a); (ii) at the time of such transaction (A) after giving effect thereto, no Event of Default shall have occurred and be continuing; (B) the Borrowers would be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period; (C) the Borrowers’ Consolidated Total Leverage Ratio does not exceed the lesser of (x) 2.50:1.00 and (y) 0.25:1.00 less than the applicable maximum Consolidated Total Leverage Ratio set forth in Section 7.14, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered and (D) the Borrowers shall comply, and shall cause the Acquired Entity or Business to comply, with the applicable provisions of Section 6.10 and the Security Documents to the extent required thereby; and (iii) on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, the aggregate of the Acquired EBITDA of any Persons acquired in accordance with this Section 7.4(g) during the term of this Agreement that are not at such time Guarantors shall not exceed 10% of pro forma Consolidated EBITDA of the Borrowers and the Restricted Subsidiaries (any acquisition of an Acquired Entity or Business meeting all the criteria of this Section 7.4(g) being referred to herein as a “ Permitted Acquisition ”);

(h) Investments set forth in Schedule 7.4 ;

(i) the Borrowers and the Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with Asset Sales permitted under Section 7.5;

(j) the Borrowers and the Restricted Subsidiaries may make Capital Expenditures permitted under Section 7.12;

(k) other Investments in an aggregate amount at any time outstanding not exceeding (x) the greater of (A) $50,000,000 and (B) 20% of Consolidated EBITDA calculated on a Pro Forma

Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, plus (y) the Net Cash Proceeds received after the Closing Date from any Excluded Issuance (other than the proceeds of any Excluded Issuance made in connection with an exercise of the Borrower’s Cure Right under Section 7.16(a));

(l) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, other Investments at any time outstanding not exceeding the Available Amount, if, after giving effect to such Investment, calculated on a Pro Forma Basis, (i) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (ii) the Borrowers and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such incurrence had occurred as of the first day of such period;

(n) to the extent constituting Investments, transactions permitted by Sections 7.1, 7.2, 7.3, 7.5, and 7.6;

(o) Investments to the extent financed solely with the Qualified Capital Stock of LLC Parent;

received in cash in respect of such Investment not to exceed the original amount of such Investment.

7.5 Mergers, Consolidations, Sales of Assets and Acquisitions.

(i) (A) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to the Borrowers (provided that the Borrowers shall be the continuing or surviving corporation) or (B) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to any Restricted Subsidiary (provided that if one of the parties to such merger, amalgamation or consolidation or Disposition is a Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving corporation or the recipient of such assets or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 6.10 in connection therewith);

(v) any Restricted Subsidiary may merge or consolidate in order to consummate an Asset Sale permitted by Section 7.5(b); and

(vi) Permitted Acquisitions permitted by Section 7.4(g) may be consummated.

shall be consummated within 360 days of such Permitted Acquisition and (2) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrowers) , (B) unless (i) such Asset Sale is between Restricted Subsidiaries that are not Loan Parties or (ii) such Asset Sale is from a Loan Party to a Restricted Subsidiary that is not a Loan Party; provided that the fair market value of all assets sold, transferred, leased, or Disposed of pursuant to this paragraph (b) (B)(ii) shall not exceed $10,000,000 in the aggregate, (C) unless such Asset Sale is from a Loan Party to a Restricted Subsidiary that is a HUD Sub-Facility Entity to the extent (1) necessary to comply with requirements of Law related to HUD and (2) the Loan Parties are in compliance with the Collateral Coverage Requirement after giving effect to such Asset Sale or ( D ) unless (i) such Asset Sale is for consideration at least 75% of which is cash, (ii) consideration for such Asset Sale is at least equal to the fair market value of the assets being sold, transferred, leased or Disposed of, (iii) the fair market value of all assets sold, transferred, leased, or Disposed of pursuant to this paragraph (b) shall not exceed $100,000,000 in any fiscal year; provided that for purposes of this clause (iii), ( x ) the amount of any liabilities of the Borrowers or any Restricted Subsidiary that are assumed by the transferee of any such assets and ( y ) involuntary Asset Sales, such as casualty, condemnation or similar events shall be excluded, (iv) no Event of Default shall have occurred and be continuing or result therefrom and (v) the Parent Companies, the Borrowers and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such Asset Sale for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such Asset Sale had occurred as of the first day of such period; provided that, (x) if the Parent Companies, the Borrowers or the Restricted Subsidiaries consummate the Hospice Sale within nine months after the Closing Date, the consideration for the Hospice Sale must be greater than or equal to $85,000,000, of which $75,000,000 thereof must be in cash and (y) all cash proceeds of the Hospice Sale (the “ Hospice Sale Prepayment Amount ”) shall be used to prepay the Loans in accordance with Section 2.14 and may not be used in any Reinvestment Event.

7.6 Restricted Payments; Restrictive Agreements . (a) Declare or make, any Restricted Payment; provided that (i) the Sun Borrower and the Restricted Subsidiaries may declare and pay dividends or make other distributions ratably to their equity holders; (ii) the Borrowers may acquire shares of LLC Parent delivered or to be delivered to a director, officer or employee of the Parent Companies , the Borrowers or a Restricted Subsidiary in connection with the grant, vesting, exercise or payment of a stock option, warrant or other equity or equity-based award granted by the Parent Companies , the Borrowers or a Restricted Subsidiary and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any Tax withholding obligations arising in connection with such event; (iii) the Borrowers may make Restricted Payments to any Parent Company to permit such Parent Company, and the subsequent use of such payments by such Parent Company, to repurchase or redeem Capital Stock of LLC Parent owned by former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of any Parent Company , the Borrowers or any of the Restricted Subsidiaries or to make payments (including on promissory notes issued to pay the purchase price) with respect to such repurchases or redemptions upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or similar equity incentives or equity-based incentives in an aggregate amount not to exceed $4,000,000 in any fiscal year; (iv) Borrowers may make Restricted Payments to any Parent Company in an aggregate amount equal to the amount required for such Parent Company to pay (A) Taxes (at the then applicable rate) which are due and payable by any Parent Company as a result of being part of a consolidated, combined, unitary or similar group with any of the Borrowers and /or the Restricted Subsidiaries, but only to the extent such taxes are attributable to the income or business of any of the Borrowers and /or the Restricted Subsidiaries, (B) franchise taxes and

fees required to maintain the legal existence of any Parent Company and (C) customary fees to members of its or any Parent Company’s board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Parent Company or any of its Restricted Subsidiaries; (v) the Borrowers may make Restricted Payments to satisfy obligations existing on the Closing Date owing to affiliates of JER not to exceed $5,200,000; (vi) so long as no Default or Event or Default has occurred and is continuing, the Borrowers may make Restricted Payments to LLC Parent to pay the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement in an aggregate amount not exceeding $ 3,000 ,000 in any fiscal year; (vii) the Borrower may make Restricted Payments up to the Available Amount; provided , that the Available Amount shall only be available for Restricted Payments if, Consolidated Total Leverage Ratio shall not exceed the lesser of (x) 1.85:1.00 and (y) 0.50:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period; (viii) the Borrowers may make Restricted Payments to allow Holdings or any Parent Company to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of LLC Parent ; (ix) the Borrowers may make Restricted Payments to any Parent Company to finance any Investment permitted to be made pursuant to Section 7.4 if such Investment were made by the Borrowers; provided that (i) such Restricted Payments shall be made substantially concurrently with the closing of such Investment and (ii) such Parent Company shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or Capital Stock) to be contributed to the Borrowers or a Restricted Subsidiary (as common equity in the case of Capital Stock) or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 7.5) of the person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate an Investment in each case, in accordance with the requirements of Section 6.12 ; (x) the Genesis Borrower may pay cash distributions on its equity interests to Holdings for further distribution or dividend by Holdings to Parent and from Parent to LLC Parent, paid and declared solely for the purpose of funding payments or distributions by LLC Parent in respect of taxes owing by LLC Parent’s direct or indirect investors in respect of Genesis Borrower and the Restricted Subsidiaries (“ Tax Distributions ”), provided , however, that no Tax Distributions are permitted with respect to dividends or other payments by any member of the federal consolidated group that includes the Sun Borrower except to the extent (if any) that such distribution is used by Genesis Borrower to make payments specified in Sections 2.4 , 2.5 , 2.7 or 2.8 of this Agreement; (xi) the Borrowers may make Restricted Payments to satisfy obligations to current employees ex isting on the Closing Date not to exceed $ 6,000 ,000; and (xii) the Borrowers may make other Restricted Payments so long as (A) no Event of Default has occurred and is continuing and (B) the Consolidated Total Leverage Ratio shall not exceed the lesser of (x) 1.85:1.00 and (y) 1.00:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14, in each case, >calculated on a Pro Forma Basis <>as of the most recently completed period of four consecutive fiscal quarters ending prior to <such transaction >for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, <as if such transaction had occurred as of the first day of such period. Notwithstanding the foregoing, no Restricted Payments shall be made pursuant to clauses (vii) or (xii) of this Section 7.6(a) if the aggregate amount of such Restricted Payments, together with the aggregate amount of Restricted Payments previously made pursuant to clauses (vii) and (xii) of this Section 7.6(a), (x) during the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or

5.1(b), as the case may be, and 5.1(c) have been delivered and (y) after such recently completed period of four consecutive fiscal quarters, would exceed 90% of Free Cash Flow of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such recently completed period of four consecutive fiscal quarters .

7.7 Transactions with Affiliates . Except for transactions between or among the Borrowers and the Restricted Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except

that the Borrowers or any of the Restricted Subsidiaries may engage in any of the foregoing transactions on terms and conditions not less favorable to the Borrowers or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; provided that with respect to any such transaction or series of transactions involving aggregate consideration in excess of $ 2 0,000,000, a majority of the board of directors of LLC Parent shall have determined in good faith that the criteria set forth above are satisfied and have approved the relevant transaction as evidenced by a resolution of the board of directors of LLC Parent; provided , further , the following transactions shall be permitted;

(a) Investments permitted under Section 7.4 (e) , (p) and ( q ) ;

(e) Restricted Payments permitted under Section 7.6;

(h) transactions entered into in the ordinary course of business that are consistent with past practices.

7.8 Business of the Borrowers and the Restricted Subsidiaries . (a) Engage at any time in any Business or Business activity other than the Business currently conducted by it and, in the good faith judgment of the Borrowers, Business activities reasonably incidental, complementary or related thereto.

(c) Sell, lease, transfer or otherwise convey, in one or a series of related transactions, all or substantially all of the assets of Parent and the Restricted Subsidiaries, taken as a whole.

7.9 Other Indebtedness and Agreements . (a)(i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Indebtedness or unsecured Material Indebtedness (for the avoidance of doubt, excluding Real Property Financing Obligations) of the Borrowers or any Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to the Borrowers, such Restricted Subsidiary or the Lenders or (ii) permit any waiver, supplement, modification, amendment, termination or release of any Material Master Lease, any Material Master Lease Intercreditor Agreement or any Lease Consent and Amendment Agreement in any manner that is materially adverse to the Lenders without the prior written consent of Administrative Agent, which shall not be unreasonably withheld .

7.10 Limitation on Activities of any Parent Company . In the case of any Parent Company, notwithstanding anything to the contrary in this Agreement or any other Loan Document:

transactions expressly permitted under this Section, (vii) in connection with, and following the completion of, an IPO with respect to LLC Parent, activities necessary or reasonably advisable for or incidental to the initial registration and listing of LLC Parent common stock and the continued existence of LLC Parent as a public company , (viii) activities incidental to the foregoing and (ix) the making of Investments to the extent of Restricted Payments permitted to be made to any Parent Company pursuant to Section 7.6(a)(ix);

(b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Obligations and the obligations under the ABL Loan Documents, (ii) obligations with respect to its Capital Stock, (iii) Tax liabilities and liabilities for expenses incurred in connection with the maintenance of its existence, (iv) the other transactions expressly permitted under this Section, (v) Indebtedness incurred by the Parent Companies to the extent the Borrower or the Restricted Subsidiaries would have been permitted to incur Indebtedness under the baskets specified in Sections 7.1(h) and (l) and (vi) Guarantee Obligations with respect to operating leases or other obligations of the Borrowers and their Restricted Subsidiaries that do not constitute Indebtedness;

(c) own, lease, manage or otherwise operate or transfer any properties or assets (including cash (other than cash received in connection with Qualified Equity Issuances and dividends paid by the Borrowers in accordance with Section 7.6 pending application in the manner contemplated by said Section) other than the ownership of shares of Capital Stock of the Borrowers, Investments pursuant to Section 7.10(a)(ix) above and de minimus amounts of other assets incidental to its business; or

(d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that (i) any Parent Company may be merged, consolidated, amalgamated or liquidated with or into and Dispose of all or substantially all of its assets to any other Parent Company and (ii) any Parent Company may consummate any merger, consolidation or amalgamation to the extent necessary to permit the Investments contemplated pursuant to Section 7.10(a)(ix); provided that with respect to this clause (ii), such Parent Company shall be the continuing or surviving entity .

7.11 Account Changes; Fiscal Year . Change its fiscal year or its method for determining fiscal quarters or fiscal months.

7.12 Capital Expenditures . Permit the aggregate amount of Capital Expenditures made by the Borrowers or the Restricted Subsidiaries in any period set forth below to exceed the amount set forth below for such period; provided, that such amount for any fiscal year shall be increased by, to the extent that a Permitted Acquisition is consummated during or prior to such fiscal year (but after the Closing Date), an amount equal to $1,000 per licensed bed of such Acquired Entity or Business (the “ Acquired Permitted CapEx Amount ”) ( provided , that with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this proviso shall be an amount equal to the product of (x) the Acquired Permitted CapEx Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such fiscal year):

Period	Amount
January 1, 2013 through December 31, 2013	$	90,000,000
January 1, 2014 through December 31, 2014	$	92,000,000
January 1, 2015 through December 31, 2015	$	94,000,000
January 1, 2016 through December 31, 2016	$	96,000,000
January 1, 2017 through Maturity Date	$	98,000,000

7.13 Minimum Fixed Charge Coverage Ratio . Permit the Fixed Charge Coverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be less than the ratio set forth opposite such period below:

Period		Ratio

October 1, 2013 through December 31, 2013		1.70 to 1.00
January 1, 2014 through March 31, 2014		1.70 to 1.00
April 1, 2014 through June 30, 2014		1.70 to 1.00
July 1, 2014 through September 30, 2014		1.70 to 1.00
October 1, 2014 through December 31, 2014		1.80 to 1.00
January 1, 2015 through March 31, 2015		1.80 to 1.00
April 1, 2015 through June 30, 2015		1.80 to 1.00
July 1, 2015 through September 30, 2015		1.80 to 1.00
Thereafter		2.00 to 1.00

7.14 Maximum Leverage Ratio . Permit the Consolidated Total Leverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be greater than the ratio set forth opposite such period below:

Period		Ratio

October 1, 2013 through December 31, 2013		3.25 to 1.00
January 1, 2014 through March 31, 2014		3.25 to 1.00
April 1, 2014 through June 30, 2014		3.25 to 1.00
July 1, 2014 through September 30, 2014		3.25 to 1.00
October 1, 2014 through December 31, 2014		3.00 to 1.00
January 1, 2015 through March 31, 2015		3.00 to 1.00
April 1, 2015 through June 30, 2015		3.00 to 1.00
July 1, 2015 through September 30, 2015		3.00 to 1.00
Thereafter		2.50 to 1.00

7.15 Minimum Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be less than the ratio set forth opposite such period below:

Period		Amount

October 1, 2013 through December 31, 2013		3.00 to 1.00
January 1, 2014 through March 31, 2014		3.00 to 1.00
April 1, 2014 through June 30, 2014		3.00 to 1.00
July 1, 2014 through September 30, 2014		3.00 to 1.00
October 1, 2014 through December 31, 2014		3.50 to 1.00
January 1, 2015 through March 31, 2015		3.50 to 1.00
April 1, 2015 through June 30, 2015		3.50 to 1.00
July 1, 2015 through September 30, 2015		3.50 to 1.00
Thereafter		4.00 to 1.00

7.16 Certain Cure Rights.

(a) Notwithstanding anything to the contrary contained herein, in the event the Borrowers fails to comply with the requirements of either covenant as set forth in Section 7.13, Section 7.14 or Section 7.15 (each, a “ Financial Cure Covenant ”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “ Curable Period ”), after the Closing Date until the expiration of the 5th Business Day subsequent to the date the certificate calculating the Financial Cure Covenants is required to be delivered pursuant to Section 5.1(c) with respect to the period ending on the last day of such fiscal quarter, the Borrowers shall have the right (the “ Cure Right ”) to include any cash equity contribution made by the Parent Companies to the Borrowers after the beginning of such fiscal quarter and prior to the end of the Curable Period in the calculation of Consolidated EBITDA, with respect to Sections 7.13 , 7.14 and 7.15 , and unrestricted cash and Cash Equivalents, with respect to Section 7.15 (the “ Cure Amount ”). Upon the receipt by the Borrowers of cash equity (other than Disqualified Capital Stock) in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right, the Financial Cure Covenants shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period shall be increased, solely for the purpose of measuring the Financial Cure Covenants for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter, and disregarded for any other purpose under this Agreement (including determining the availability of any baskets and step-downs), by an amount equal to the Cure Amount; and

with any of the financial covenants for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from the Borrower Agent that it intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any fiscal quarter (the “ Notice of Intent to Cure ”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 5.1(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.13, Section 7.14 or Section 7.15, as applicable, in respect of the period ending on the last day of such fiscal quarter.

SECTION 8. EVENTS OF DEFAULT

In case of the happening of any of the following events (“ Events of Default ”):

Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;

(i) one or more judgments, orders or decrees shall be rendered against the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively vacated, discharged, bonded or stayed, or any writ or warrant of attachment or similar process shall be entered or filed upon assets or properties of the Parent Companies, the Borrowers, or any of the Subsidiaries to enforce any such judgment, order or decree and such judgment, order and decree is for the payment of money in an aggregate amount in excess of $30,000,000 (net of any amounts covered by applicable insurance or self-insurance);

any Loan Party shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred;

(l) there shall have occurred a Change of Control;

(m) the formal written revocation or termination by any Governmental Authority of any Primary License related to Healthcare Facilities to the extent any such revocations or terminations, in the aggregate, could reasonably be expected to result in a Material Adverse Effect; or

(n) there shall have occurred any event of default under any Material Master Lease;

SECTION 9. THE AGENTS

9.1 Appointment . Each Lender hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Barclays hereby accepts such appointment. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

9.2 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facility as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

case of the Administrative Agent) discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and (iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity.

9.4 Reliance by the Agents . Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing that by its terms shall be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to any such Borrowing. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.6 Indemnification . Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligations of any Loan Party to do so) on a pro rata basis (determined as of the time that the applicable payment is sought based on each Lender’s ratable share at such time) and hold harmless each Agent-Related Person against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct (and no action taken in accordance with the directions of the Required Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights and responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower.

of-pocket expenses (including reasonable fees and expenses of counsel) incurred in connection therewith.

9.7 Agent in Its Individual Capacity . Any Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent hereunder, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

9.8 Successor Agents . The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall appoint from among the Lenders a successor agent (which may be an Affiliate of a Lender), with the consent of the Borrowers at all times other than during the existence of an Event of Default under Sections 8.1(b), (c), (g) or (h) (which consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

9.10 Lead Arrangers . None of the Lead Arrangers or Syndication Agent (other than the Administrative Agent) identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, or a Lender hereunder. Without limiting any other provision of this Article, none of the Lead Arrangers or Syndication Agent in their respective capacities as such shall have or be deemed to have any fiduciary

relationship with any Lender or any other Person by reason of this Agreement or any other Loan Document.

9.11 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrowers, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers.

Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of paragraph (a) or (b) of Section 2.14 without the written consent of each Lender directly and adversely affected thereby; (v) amend, modify or waive any provision of Section 9 without the written consent of the Agents; or (vi) amend the assignment provisions of Section 10.6 to make such provisions more restrictive without the written consent of each Lender directly and adversely affected thereby.

10.2 Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or 3 Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice or, subject to the last sentence of this Section, email notice, when received, addressed as follows in the case of the Parent Companies , the Borrowers, the Agents, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Parent Companies and t he Borrowers:		Genesis Healthcare LLC 101 East State Street Kennett Square, PA 19348 USA Att e n tion : Michael Sherman, Senior Vice President and General Counsel Telephone: 610-444-6350 Facsimile: 484-733-5449 E-mail: michael.sherman@genesishcc.com

Administrative Agent and Collateral Agent:		Barclays 745 7th Avenue, 27th Floor New York, NY, 10019 Attention: Diane Rolfe, Lisa Minigh Telephone: 212-526-1109; 212-526-1524 Facsimile: 646-758-5957; 212-526-5115 E-mail: diane.rolfe@barclays.com; lisa.minigh@barclays.com

		For Administrative Requests: Barclays 1301 Avenue of the Americas, 9th Floor New York, NY 10019 Attention: Sookie Siew Phone: 212-320-7205 Fax: 917-522-0569 Email: xrausloanops5@barclays.com

provided that any notice, request or demand to or upon the Agents, the Lenders, the Parent Companies or the Borrowers shall not be effective until received.

remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5 Payment of Expenses; Indemnification; Limitation of Liability . (a) The Borrowers agree (i) to pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (ii) to pay or reimburse each Lender, the Agents and the Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one primary counsel to the Lead Arrangers, each Lender and the Agents, taken as a whole (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Person), and other advisors and professionals engaged by the Administrative Agent or the Lead Arrangers in connection with enforcement proceedings, (iii) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (iv) to pay, indemnify or reimburse each Lender, each Agent, the Lead Arrangers and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “ Indemnitee ”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any actual or prospective claim, action or proceeding (including any investigation of, preparation for, or defense of any pending or threatened claim, action or proceeding) relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the making of any Loan, the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to, or any Environmental Claims related to, the operations of the Parent Companies, the Borrowers, any of their Subsidiaries or any of the Properties and the fees and disbursements and other charges of one legal counsel for all such Indemnitees, taken as a whole (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Indemnitee) in connection therein (all the foregoing in this clause (iv), collectively, the “ Indemnified Liabilities ”) regardless of whether such Indemnitee is a party thereto, and

whether or not any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person; provided that neither the Parent Companies nor the Borrowers shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from gross negligence or willful misconduct of such Indemnitee or material breach in bad faith of this Agreement by such Indemnitee, in each case, as determined in a final non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrowers pursuant to this Section shall be submitted to the Borrowers at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Obligations.

10.6 Successors and Assigns; Participations and Assignments . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under the Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000 in the case of any assignment in respect of the Facility, unless the Borrowers and the Administrative Agent otherwise consent; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

participation described in clause (A) above, for Eurodollar Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid with respect to Loans recorded in the applicable Register and (5) any other payment received by the Administrative Agent from the Borrowers and its application to the Obligations.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. This Section 10.06(b) shall be construed so that the Loans are at all times maintained in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

(ii) no Default or Event of Default has occurred and is continuing or would result therefrom;

(iv) any Loans assigned to any Purchasing Borrower Party (or purchased or prepaid by the Parent Companies, the Borrowers or any Restricted Subsidiary acting in accordance with this Section 10.6(c)) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(d) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (I) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (II) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders) or (III) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (f).

(h) Any Lender may, without the consent of the Borrowers or the Administrative Agent sell participations to one or more banks or other entities (a “ Participant ”), but in any event not to the Borrowers or any of its Affiliates or Subsidiaries, or certain Persons identified to the Administrative Agent by the Borrowers prior to the Closing Date, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section (but, with respect to any particular Participant, to no greater extent than the Lender that sold the participation to such participant except to the extent such participation is made with the Borrowers’ prior written consent). Each Lender having sold a participation shall maintain a register on which it records the name and address of each Participant and the amounts of such Participant’s participation interest in the Loan and/or the Commitment.

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credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

10.7 Adjustments; Set-off . (a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Sections 8(g) or (h), or otherwise), other than in connection with assignments hereunder, in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

10.8 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be

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deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or Lender Addendum by facsimile transmission or by electronic mail in “portable document format” shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

10.9 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10 Integration . This Agreement and the other Loan Documents represent the entire agreement of the Parent Companies, the Borrowers, the Agents and the Lenders with respect to the subject matter hereof and thereof.

10.11 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12 Submission to Jurisdiction; Waivers . Each of the Parent Companies and the Borrowers hereby irrevocably and unconditionally:

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

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10.13 Acknowledgments . Each of the Parent Companies and the Borrowers hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

10.14 Confidentiality . The Agents and the Lenders agree to treat any and all information, regardless of the medium or form of communication, that is disclosed, provided or furnished, directly or indirectly, by or on behalf of the Parent Companies or any of their affiliates, whether in writing, orally, by observation or otherwise and whether furnished before or after the Closing Date (“ Confidential Information ”), strictly confidential and not to use Confidential Information for any purpose other than evaluating the Transactions and negotiating, making available, syndicating and administering this Agreement (the “ Agreed Purposes ”). Without limiting the foregoing, each Agent and each Lender agrees to maintain the confidentiality of all Confidential Information, and each Agent and each Lender agrees not to disclose Confidential Information, at any time, in any manner whatsoever, directly or indirectly, to any other Person whomsoever, except (1) to its directors, officers, employees, counsel, trustees, agents and other advisors (collectively, the “ Representatives ”), to the extent necessary to permit such Representatives to assist in connection with the Agreed Purposes, and in each case who are informed of the confidential nature of the information and agree to observe and be bound by this Section, (2) to prospective Lenders and participants in connection with the syndication (including secondary trading) of the Facility and Commitments and Loans hereunder, in each case who are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality terms, (3) upon the request or demand of any Governmental Authority having or purporting to have jurisdiction over it, (4) in response to any order of any Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (5) in connection with any litigation or similar proceeding relating to the Facility, (6) that has been publicly disclosed other than in breach of this Section, (7) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (8) to the extent necessary or customary for inclusion in league table measurements or (9) to the extent reasonably required or necessary, in connection with the exercise of any remedy under the Loan Documents. Notwithstanding the foregoing provisions herein to the contrary, no protected health information, as defined under HIPAA, shall be used or disclosed hereunder in compliance with the HIPAA.

10.15 Release of Collateral and Guarantee Obligations; Subordination of Liens . (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) in connection with any Disposition of Property permitted by the Loan Documents or permitted by the

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Required Lenders the security interest in any Collateral being Disposed of in such Disposition under clause (a)(i) shall be automatically released , (ii ) in connection with any transaction permitted by the Loan Documents, which results in any Subsidiary Guarantor becoming a HUD Sub-Facility Entity , (x) to the extent necessary to comply with requirements of Law related to HUD and (y) to the extent the Loan Parties are in compliance with the Collateral Coverage Requirement after giving effect to such transaction, the security interest in any Collateral owned by such Subsidiary Guarantor shall be automatically released (and its Guarantee Obligations shall be terminated) and ( iii ) upon the request of the Borrowers, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) take such additional actions as shall be required to evidence release of its security interest in any Collateral being released pursuant to this Section 10.15 , and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition under clause (a)(i) , to the extent necessary to permit consummation of such Disposition ; provided that, the Borrower Agent or the applicable Loan Party shall provide the Administrative Agent such certifications as the Administrative Agent shall reasonably request in order to demonstrate compliance with the Collateral Coverage Requirement with respect to any release or termination under clause (a)(ii) . Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.15 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents) . Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrowers or any of their Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.

(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (x) obligations in respect of any Specified Hedge Agreement or Cash Management Document and (y) any contingent or indemnification obligations not then asserted or due) have been paid in full, all Commitments have terminated or expired, the security interest in the Collateral and the Guarantee Obligations under the Loan Document shall be automatically released and, upon request of the Borrowers, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Document) take such actions as shall be required to evidence the release of its security interest in all Collateral, and the release of all Guarantee Obligations under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Specified Hedge Agreements or Cash Management Documents or contingent or indemnification obligations not then asserted or due. Any such release of Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

10.16 Accounting Changes . In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of the financial ratios, standards or terms in this Agreement, then the Parent Companies , the Borrowers and the Agents agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Parent Companies ’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent Companies , the Borrowers, the Agents and the Required Lenders, the financial ratios and all standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting

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Changes had not occurred. “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC and shall include changes in the determination of whether a lease is a capital lease or an operating lease under GAAP.

10.17 WAIVERS OF JURY TRIAL . EACH OF THE PARENT COMPANIES , THE BORROWERS, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.18 USA PATRIOT ACT . Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.

10.19 Delivery of Lender Addenda . Each Lender (other than any Lender whose name appears on the signature pages to this Agreement) shall become a party to this Agreement by delivering to the Agents a Lender Addendum duly executed by such Lender.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GENESIS HEALTHCARE LLC,
as Borrower Agent

By:
	Name:	[ ]
	Title:	[ ]


SUN HEALTHCARE GROUP, INC.,
as Borrower

By:
	Name:	[ ]
	Title:	[ ]


FC-GEN OPERATIONS INVESTMENT, LLC
as LLC Parent

By:
	Name:	[ ]
	Title:	[ ]


GEN OPERATIONS I, LLC
as Parent

By:
	Name:	[ ]
	Title:	[ ]


GEN OPERATIONS II, LLC,
as Holdings

By:
	Name:	[ ]
	Title:	[ ]

[Signature Page to Credit Agreement]

BARCLAYS BANK PLC,
as Administrative Agent and Lender

By:
	Name:	[ ]
	Title:	[ ]

[Signature Page to Credit Agreement]

GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender

By:
	Name:	[ ]
	Title:	[ ]

[Signature Page to Credit Agreement]

Exhibit 10.17

AMENDMENT NO. 2 TO TERM LOAN AGREEMENT

This Amendment No. 2 to Term Loan Agreement, dated as of September 25, 2014 (this “ Amendment ”), is among FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“ LLC Parent ”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“ Parent ”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“ Holdings ”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (the “ Genesis Borrower ”), SUN HEALTHCARE GROUP, INC., a Delaware corporation (the “ Sun Borrower ”, and together with the Genesis Borrower, the “ Borrowers ”), each of the entities listed on Annex I hereto (together with the Borrowers, Holdings, Parent, and LLC Parent, the “ Amendment Parties ”), the Lenders party hereto and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “ Administrative Agent ”) under the Credit Agreement (as defined below).

W I T N E S S E T H :

WHEREAS , reference is made to the Term Loan Agreement, dated as of December 3, 2012, as amended by Amendment No. 1 to Term Loan Agreement, dated as of January 21, 2014 (as the same may be further amended, restated, extended, supplemented, modified and otherwise modified from time to time, the “ Credit Agreement ”), among, inter alios , the Borrowers, Holdings, Parent, and LLC Parent, each lender from time to time party thereto and the Administrative Agent;

WHEREAS, LLC Parent intends to indirectly acquire (the “ Acquisition ”) Skilled Healthcare Group, Inc., a Delaware corporation (“ Ultimate Parent ”) pursuant to a purchase and contribution agreement, dated as of August 18, 2014, by and between LLC Parent and Ultimate Parent (the “ Purchase Agreement ”), and to consummate certain transactions described therein;

WHEREAS , LLC Parent intends to finance the Acquisition, the costs and expenses related to the Transactions (as hereinafter defined), the repayment of certain existing indebtedness of LLC Parent and Ultimate Parent (the “ Refinancing ”) and the ongoing working capital and other general corporate purposes of LLC Parent and its subsidiaries after consummation of the Acquisition from the following sources: drawings under (a) the Genesis ABL Credit Agreement, (b) the Skilled ABL Credit Agreement and (c) the Skilled RE Credit Agreement, collectively, the “ Facilities ”) . The Acquisition, the entering into the Facilities and the funding of the Facilities , the Refinancing and all related transactions are hereinafter collectively referred to as the “ Transaction s ”;

WHEREAS , the Borrowers have requested that certain amendments be made to the Credit Agreement to, among other things, facilitate the consummation of the Transactions; and

Section 1. Defined Terms . All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement (as amended by this Amendment). The rules of interpretation set forth in Section 1.2 of the Credit Agreement shall apply to

this Amendment, mutatis mutandis , as if set forth herein. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” and “this Credit Agreement” (and indirect references such as “hereunder,” “hereby,” “herein,” and “hereof”) shall be deemed to be references to the Credit Agreement as amended by this Amendment. This Amendment shall be construed in connection with and as part of the Credit Agreement.

Section 2. Amendments and Consent .

(a) Amendments . (i) Subject to the satisfaction of the conditions set forth in Section 3 hereof , each of the parties hereto agrees that, effective as of the Amendment No. 2 Effective Date (as defined in Section 3 below) , (A) the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto, (B) the existing indebtedness set forth and contained on Schedule 7.1 attached hereto and made part hereof replaces, updates and supersedes the information set forth and contained on Schedule 7.1 to the Credit Agreement, (C) the existing Liens set forth and contained on Schedule 7.2 attached hereto and made part hereof replaces, updates and supersedes the information set forth and contained on Schedule 7.2 to the Credit Agreement and (D) the existing Investments set forth and contained on Schedule 7.4 attached hereto and made part hereof replaces, updates and supersedes the information set forth and contained on Schedule 7.4 to the Credit Agreement.

(ii) Subject to the satisfaction of the conditions set forth in Section 3 hereof , each of the parties hereto agrees that, effective as of the Amendment No. 2 Effective Date (as defined in Section 3 below) , the Guarantee and Collateral Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Guarantee and Collateral Agreement attached as Exhibit B hereto.

(iii) Subject to the satisfaction of the conditions set forth in Section 3(a) hereof, each of the parties hereto agrees that, effective as of the date of this Amendment (regardless of whether the Amendment No 2 Effective Date occurs), Section 2.14(i) of the Credit Agreement is amended and restated in its entirety to read as follows:

“(a) If any voluntary prepayment of principal of Loans is made pursuant to Section 2.7(a) (and, for the avoidance of doubt, not with respect to any mandatory prepayment of principal of Loans pursuant to Section 2.8 or any prepayment of loans under any ABL Credit Facility), the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Lender with Loans that are so prepaid, or any Lender so replaced, a fee in an amount equal to (1) after the First Amendment Date and on or prior to December 1, 2015, the Make Whole Amount, (2) if after December 1, 2015 and on or prior to December 1, 2016, 2.00% of the aggregate principal amount of the Loans prepaid and (3) if after December 1, 2016 and on or prior to December 1, 2017, 1.00% of the aggregate principal amount of the Loans prepaid, in each case, along with any fees due and payable.

(b) Notwithstanding anything in clause (a) above to the contrary, if any voluntary prepayments of principal of the Loans is made pursuant to Section 2.7(a) after the First Amendment Date and on or prior to December 1, 2015 (up to, but not to exceed, 35% of the aggregate principal amount of the Loans outstanding on the First Amendment Date) with the Net Cash Proceeds received after the First Amendment Date from any Excluded Issuance, the Borrowers shall pay a fee with respect to such voluntary prepayments equal to 7.00% of the aggregate principal amount of the Loans prepaid.”

(b) Consent . Subject to the satisfaction (or waiver) of the conditions set forth in Section 3 hereof, each of the parties hereto consents to the Transactions to the extent consummated in all material respects in accordance with the terms of the Purchase Agreement and the Distribution Subsidiary Merger Agreement (as defined in the Purchase Agreement) without giving effect to any modifications or amendments to, or waivers or consents granted by LLC Parent (or its affiliates) under, the Purchase Agreement or the Distribution Subsidiary Merger Agreement that are materially adverse to the Lenders (in their capacity as such) without the consent of the Administrative Agent.

Section 3. Conditions to Effectiveness . This Amendment shall become effective on the date on which each of the following conditions are satisfied or waived by the Required Lenders (the “ Amendment No. 2 Effective Date ”):

(a) Executed Amendment No. 2 to Credit Agreement. The Administrative Agent shall have received one or more counterparts of this Amendment duly executed by the Amendment Parties, the Administrative Agent and the Required Lenders.

(b) Consummation of Transactions. Prior to or substantially simultaneously with the effectiveness of this Amendment, the Transactions shall have consummated in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments to, or waivers or consents granted by LLC Parent (or its affiliates) under, the Purchase Agreement that are materially adverse to the Lenders (in their capacity as such) without the consent of the Administrative Agent.

(c) GEN ABL Facility. Prior to or substantially simultaneously with the effectiveness of this Amendment, the GEN ABL Credit Agreement (the terms of which shall be materially consistent with the terms set forth in the term sheet attached hereto as Exhibit C (the “ Genesis ABL Term Sheet ”) without giving effect to any modifications or amendments thereto that are materially adverse to the Lenders (in their capacity as such), shall have become effective.

(d) Skilled ABL Facility. Prior to or substantially simultaneously with the effectiveness of this Amendment, the Skilled ABL Credit Agreement (the terms of which shall be materially consistent with the terms set forth in the term sheet attached hereto as Exhibit D (the “ Skilled ABL Term Sheet ”) without giving effect to any modifications or amendments thereto that are materially adverse to the Lenders (in their capacity as such), shall have become effective.

(e) RE Term Facility. Prior to or substantially simultaneously with the effectiveness of this Amendment, the RE Term Facility (the terms of which shall be materially consistent with the terms set forth in the term sheet attached hereto as Exhibit E (the “ Skilled Real Estate Financing Term Sheet ”) without giving effect to any modifications or amendments thereto that are materially adverse to the Lenders (in their capacity as such) or on other terms that are not, taken as a whole, materially less favorable to the Borrowers than those set forth in the Skilled Real Estate Financing Term Sheet, shall have become effective.

(f) Joinder Agreement. The Administrative Agent shall have received a counterpart to a joinder to the Credit Agreement, in form and substance reasonably acceptable to the Administrative Agent, duly executed by Ultimate Parent.

(g) Assumption Agreement. The Administrative Agent shall have received one or more counterparts to the Assumption Agreement substantially in the form of Annex I to the Guarantee and Collateral Agreement duly executed by Ultimate Parent and each of its Subsidiaries (other than any Subsidiary that is not required to become a Subsidiary Guarantor pursuant to Section 6.10 of the Credit Agreement) (together with Ultimate Parent, the “ New Loan Parties ”).

(h) Security Documents The Administrative Agent shall have received any and all documents (including any amendment to the Intercreditor Agreement), financing statements, agreements and instruments, in each case duly executed by the Loan Parties and/or New Loan Parties to the extent the foregoing documents may be required under applicable law, or that the Administrative Agent has reasonably requested, in order to effectuate the Transactions or under any other Loan Document and in order to (A) grant, preserve, protect, perfect and continue the validity and perfection of the security interests created or intended to be created by the Security Documents (on a first priority basis in the “ Term Priority Collateral ” and on a second priority basis in the “ ABL Priority Collateral ” (each as defined in the Intercreditor Agreeement) and (B) to grant a valid third priority perfected security interest in the Skilled ABL Priority Collateral (as defined in Exhibit A hereto) on terms that are otherwise consistent in all material respects with the Security Documents as of the date of this Amendment.

(i) Organizational Documents Etc. The Administrative Agent shall have received (A) copies of the certificate or articles of incorporation or other formation documents and bylaws (or similar governing documentation) of each New Loan Party, and any amendments thereto, certified by the Secretary or Assistant Secretary of such New Loan Party and, with respect to the certificate or articles of incorporation or other formation document, as applicable, by the Secretary of State of the state of its organization, (B) copies of resolutions of the board of directors or similar governing body of each New Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is party, together with specimen signatures of the persons authorized to execute such documents on its behalf, all certified as of the Amendment No. 2 Effective Date in each instance by its Responsible Officer and (C) copies of the certificate of good standing as of a recent date for each Loan Party from the Secretary of State of the state of its organization.

(j) Amendment Fee. The Administrative Agent shall have received, for the benefit of each of the Lenders that have executed this Amendment a fully-earned, non-refundable amendment fee equal to 2.00% of the outstanding principal amount of the Term Loans held by such Lender as of the date of this Amendment, payable as follows: (i) 50% of such fee will be earned, due and payable on the date that the conditions set forth in Section 3(a) of this Amendment have been satisfied and (ii) the remainder of such fee will be earned, due and payable on the Amendment No. 2 Effective Date.

(k) Fees and Expenses . The Borrowers shall have paid in full, in immediately available funds, (x) to the extent invoiced at least 1 Business Day prior to the Amendment No. 2 Effective Date, all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented out-of-pocket legal fees and expenses of one primary counsel and, if necessary, one firm of counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) to be paid by it to the Administrative Agent in connection with the arrangement, preparation, negotiation and execution of this Amendment.

(l) Representations and Warranties; No Default. E ach of the representations and warranties in Section 4 hereof shall be true and correct in all respects on and as of this date as if made on and as of this date.

(m) Restriction on Prepayments . The Borrowers shall have complied with Section 5 hereto.

(a) Before and after giving effect to this Amendment, the representations and warranties of such Amendment Party contained in the Credit Agreement and any other Loan Document

are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date ( provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar materiality qualifier is true and correct in all respects on and as of this date or such earlier date, as applicable).

(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

(c) The execution, delivery and performance by each Amendment Party of the Amendment (i) is within such Amendment Party’s corporate or similar powers and, at the time of execution, has been duly authorized by all necessary corporate and similar action, (ii) does not (A) contravene such Amendment Party’s organizational or governing documents, (B) violate any applicable Requirement of Law in any material respect or (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation (including the Material Master Leases) of any Amendment Party or any of their Restricted Subsidiaries other than those that (x) have been permanently waived or consented to in writing by the applicable counterparty or (y) would not, in the aggregate, have a Material Adverse Effect and (iii) does not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person other than (A) those which the failure to obtain would not result in a Material Adverse Effect and (B) those that have been, or will be prior to the Amendment No. 2 Effective Date, obtained.

Section 5. Restriction on Prepayments . From and as of the date of this Amendment until the earlier of the date on which (i) the consummation of the Acquisition shall have occurred and (ii) the Purchase Agreement shall have been terminated, the Borrowers shall make no optional prepayment of any Loan under Section 2.7 of the Credit Agreement. Notwithstanding anything herein to the contrary, this Section 5 shall become effective immediately upon the satisfaction of the condition set forth in Section 3(a) of this Amendment.

Section 6. Miscellaneous .

Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

(c) Limitation of this Amendment . The amendments and consents set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as expressly provided herein, this Amendment shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Administrative Agent, the Lead Arrangers or Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, except as specifically set forth herein.

(f) GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE JURISDICTION AND WAIVER OF RIGHT TO TRIAL BY JURY PROVISIONS IN SECTIONS 10.12 AND 10.17 OF THE CREDIT AGREEMENT ARE INCORPORATED, MUTATIS MUTANDIS, HEREIN BY REFERENCE.

(g) Counterparts . This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or by electronic mail in “portable document format” shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

(h) Successors and Assigns . The provisions of this Amendment shall be binding upon and inure to the sole benefit of the Loan Parties, the Administrative Agent and the Lenders and their respective successors and assigns.

(i) References . Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

	BARCLAYS BANK PLC , as Administrative Agent


	By:	/s/ Marguerite Sutton
		Name: Marguerite Sutton
		Title: Vice President

SIGNATURE PAGE TO AMENDMENT NO. 2

[Lender Signature Pages on File with the Administrative Agent]

SIGNATURE PAGE TO AMENDMENT NO. 2

Accepted and Agreed:


FC-GEN OPERATIONS INVESTMENT, LLC
GEN OPERATIONS I, LLC
GEN OPERATIONS II, LLC


By:	/s/ Michael S. Sherman
Name:	Michael S. Sherman
Title:	Secretary


GENESIS HEALTHCARE LLC
SUN HEALTHCARE GROUP, INC.


By:	/s/ Michael S. Sherman
Name:	Michael S. Sherman
Title:	Senior Vice President


EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO :

By: GENESIS HEALTHCARE LLC ,
its authorized agent


By:	/s/ Michael S. Sherman
Name:	Michael S. Sherman
Title:	Senior Vice President and Secretary

SIGNATURE PAGE TO AMENDMENT NO. 2

ANNEX I

1 EMERSON DRIVE NORTH OPERATIONS LLC

1 EMERSON DRIVE SOUTH OPERATIONS LLC

1 MAGNOLIA DRIVE OPERATIONS LLC

1 SUTPHIN DRIVE OPERATIONS LLC

10 WOODLAND DRIVE OPERATIONS LLC

100 CHAMBERS STREET OPERATIONS LLC

100 EDELLA ROAD OPERATIONS LLC

1000 ASSOCIATION DRIVE OPERATIONS LLC

1000 LINCOLN DRIVE OPERATIONS LLC

1000 ORWIGSBURG MANOR DRIVE OPERATIONS LLC

1000 SCHUYLKILL MANOR ROAD OPERATIONS LLC

101 13TH STREET OPERATIONS LLC

1020 SOUTH MAIN STREET OPERATIONS LLC

106 TYREE STREET OPERATIONS LLC

1080 SILVER LAKE BOULEVARD OPERATIONS LLC

11 DAIRY LANE OPERATIONS LLC

1100 NORMAN ESKRIDGE HIGHWAY OPERATIONS LLC

1104 WELSH ROAD OPERATIONS LLC

1113 NORTH EASTON ROAD OPERATIONS LLC

1145 POQUONNOCK ROAD OPERATIONS LLC

115 EAST MELROSE AVENUE OPERATIONS LLC

115 SUNSET ROAD OPERATIONS LLC

1201 RURAL AVENUE OPERATIONS LLC

1203 WALKER ROAD OPERATIONS LLC

12-15 SADDLE RIVER ROAD OPERATIONS LLC

12325 NEW HAMPSHIRE AVENUE DIALYSIS SERVICES LLC

12325 NEW HAMPSHIRE AVENUE OPERATIONS LLC

1245 CHURCH ROAD OPERATIONS LLC

125 HOLLY ROAD OPERATIONS LLC

1251 RURAL AVENUE OPERATIONS LLC

128 EAST STATE STREET ASSOCIATES, LLC

1361 ROUTE 72 WEST OPERATIONS LLC

140 PRESCOTT STREET OPERATIONS LLC

1400 WOODLAND AVENUE OPERATIONS LLC

150 EDELLA ROAD OPERATIONS LLC

1515 LAMBERTS MILL ROAD OPERATIONS LLC

1526 LOMBARD STREET SNF OPERATIONS LLC

1539 COUNTRY CLUB ROAD OPERATIONS LLC

1543 COUNTRY CLUB ROAD MANOR OPERATIONS LLC

16 FUSTING AVENUE OPERATIONS LLC

161 BAKERS RIDGE ROAD OPERATIONS LLC

1631 RITTER DRIVE OPERATIONS LLC

1680 SPRING CREEK ROAD OPERATIONS LLC

1700 PINE STREET OPERATIONS LLC

1700 WYNWOOD DRIVE OPERATIONS LLC

1718 SPRING CREEK ROAD OPERATIONS LLC

175 BLUEBERRY LANE OPERATIONS LLC

1785 SOUTH HAYES STREET OPERATIONS LLC

1801 TURNPIKE STREET OPERATIONS LLC

1801 WENTWORTH ROAD OPERATIONS LLC

184 BETHLEHEM PIKE OPERATIONS LLC

2 DEER PARK DRIVE OPERATIONS LLC

20 MAITLAND STREET OPERATIONS LLC

20 SUMMIT STREET OPERATIONS LLC

200 MARTER AVENUE OPERATIONS LLC

200 REYNOLDS AVENUE OPERATIONS LLC

200 SOUTH RITCHIE AVENUE OPERATIONS LLC

201 WOOD STREET OPERATIONS LLC

205 ARMSTRONG AVENUE OPERATIONS LLC

2101 FAIRLAND ROAD OPERATIONS LLC

22 SOUTH STREET OPERATIONS LLC

22 TUCK ROAD OPERATIONS LLC

2240 WHITE HORSE MERCERVILLE ROAD OPERATIONS LLC

225 EVERGREEN ROAD OPERATIONS LLC

227 EVERGREEN ROAD OPERATIONS LLC

227 PLEASANT STREET OPERATIONS LLC

2305 RANCOCAS ROAD OPERATIONS LLC

239 PLEASANT STREET OPERATIONS LLC

24 OLD ETNA ROAD OPERATIONS LLC

24 TRUCKHOUSE ROAD OPERATIONS LLC

240 BARKER ROAD OPERATIONS LLC

25 EAST LINDSLEY ROAD OPERATIONS LLC

25 RIDGEWOOD ROAD OPERATIONS LLC

2507 CHESTNUT STREET OPERATIONS LLC

2601 EVESHAM ROAD OPERATIONS LLC

262 TOLL GATE ROAD OPERATIONS LLC

2720 CHARLES TOWN ROAD OPERATIONS LLC

290 HANOVER STREET OPERATIONS LLC

290 RED SCHOOL LANE OPERATIONS LLC

292 APPLEGARTH ROAD OPERATIONS LLC

3 INDUSTRIAL WAY EAST OPERATIONS LLC

3 PARK DRIVE OPERATIONS LLC

30 PRINCETON BOULEVARD OPERATIONS LLC

30 WEBSTER STREET OPERATIONS LLC

30 WEST AVENUE OPERATIONS LLC

300 COURTRIGHT STREET OPERATIONS LLC

3000 BALFOUR CIRCLE OPERATIONS LLC

3001 EVESHAM ROAD OPERATIONS LLC

302 CEDAR RIDGE ROAD OPERATIONS LLC

32 HOSPITAL HILL ROAD OPERATIONS LLC

3227 BEL PRE ROAD OPERATIONS LLC

330 FRANKLIN TURNPIKE OPERATIONS LLC

331 HOLT LANE OPERATIONS LLC

333 GRAND AVENUE OPERATIONS LLC

333 GREEN END AVENUE OPERATIONS LLC

3330 WILKENS AVENUE OPERATIONS LLC

336 SOUTH WEST END AVENUE OPERATIONS LLC

3485 DAVISVILLE ROAD OPERATIONS LLC

35 MARC DRIVE OPERATIONS LLC

35 MILKSHAKE LANE OPERATIONS LLC

350 HAWS LANE OPERATIONS LLC

390 RED SCHOOL LANE OPERATIONS LLC

4 HAZEL AVENUE OPERATIONS LLC

40 PARKHURST ROAD OPERATIONS LLC

400 GROTON ROAD OPERATIONS LLC

4140 OLD WASHINGTON HIGHWAY OPERATIONS LLC

422 23RD STREET OPERATIONS LLC

438 23RD STREET OPERATIONS LLC

44 KEYSTONE DRIVE OPERATIONS LLC

440 NORTH RIVER STREET OPERATIONS LLC

450 EAST PHILADELPHIA AVENUE OPERATIONS LLC

455 BRAYTON AVENUE OPERATIONS LLC

462 MAIN STREET OPERATIONS LLC

464 MAIN STREET OPERATIONS LLC

4901 NORTH MAIN STREET OPERATIONS LLC

5 ROLLING MEADOWS DRIVE OPERATIONS LLC

50 MULBERRY TREE STREET OPERATIONS LLC

500 EAST PHILADELPHIA AVENUE OPERATIONS LLC

500 SOUTH DUPONT BOULEVARD OPERATIONS LLC

5101 NORTH PARK DRIVE OPERATIONS LLC

515 BRIGHTFIELD ROAD OPERATIONS LLC

525 GLENBURN AVENUE OPERATIONS LLC

530 MACOBY STREET OPERATIONS LLC

536 RIDGE ROAD OPERATIONS LLC

54 SHARP STREET OPERATIONS LLC

5485 PERKIOMEN AVENUE OPERATIONS LLC

549 BALTIMORE PIKE OPERATIONS LLC

55 COOPER STREET OPERATIONS LLC

550 GLENWOOD OPERATIONS LLC

5501 PERKIOMEN AVENUE OPERATIONS LLC

56 WEST FREDERICK STREET OPERATIONS LLC

59 HARRINGTON COURT OPERATIONS LLC

590 NORTH POPLAR FORK ROAD OPERATIONS LLC

600 PAOLI POINTE DRIVE OPERATIONS LLC

6000 BELLONA AVENUE OPERATIONS LLC

6040 HARFORD ROAD OPERATIONS LLC

61 COOPER STREET OPERATIONS LLC

610 DUTCHMAN’S LANE OPERATIONS LLC

613 HAMMONDS LANE OPERATIONS LLC

625 STATE HIGHWAY 34 OPERATIONS LLC

63 COUNTRY VILLAGE ROAD OPERATIONS LLC

642 METACOM AVENUE OPERATIONS LLC

65 COOPER STREET OPERATIONS LLC

650 EDISON AVENUE OPERATIONS LLC

660 COMMONWEALTH AVENUE OPERATIONS LLC

677 COURT STREET OPERATIONS LLC

699 SOUTH PARK ROAD OPERATIONS LLC

7 BALDWIN STREET OPERATIONS LLC

70 GILL AVENUE OPERATIONS LLC

700 MARVEL ROAD OPERATIONS LLC

700 TOLL HOUSE AVENUE OPERATIONS LLC

700 TOWN BANK ROAD OPERATIONS LLC

710 JULIAN ROAD OPERATIONS LLC

715 EAST KING STREET OPERATIONS LLC

72 SALMON BROOK DRIVE OPERATIONS LLC

723 SUMMERS STREET OPERATIONS LLC

7232 GERMAN HILL ROAD OPERATIONS LLC

735 PUTNAM PIKE OPERATIONS LLC

75 HICKLE STREET OPERATIONS LLC

7520 SURRATTS ROAD OPERATIONS LLC

7525 CARROLL AVENUE OPERATIONS LLC

77 MADISON AVENUE OPERATIONS LLC

7700 YORK ROAD OPERATIONS LLC

777 LAFAYETTE ROAD OPERATIONS LLC

8 ROSE STREET OPERATIONS LLC

80 MADDEX DRIVE OPERATIONS LLC

800 WEST MINER STREET OPERATIONS LLC

8015 LAWNDALE STREET OPERATIONS LLC

810 SOUTH BROOM STREET OPERATIONS LLC

8100 WASHINGTON LANE OPERATIONS LLC

825 SUMMIT STREET OPERATIONS LLC

84 COLD HILL ROAD OPERATIONS LLC

840 LEE ROAD OPERATIONS LLC

841 MERRIMACK STREET OPERATIONS LLC

843 WILBUR AVENUE OPERATIONS LLC

845 PADDOCK AVENUE OPERATIONS LLC

850 PAPER MILL ROAD OPERATIONS LLC

867 YORK ROAD OPERATIONS LLC

8710 EMGE ROAD OPERATIONS LLC

8720 EMGE ROAD OPERATIONS LLC

89 MORTON STREET OPERATIONS LLC

899 CECIL AVENUE OPERATIONS LLC

905 PENLLYN PIKE OPERATIONS LLC

91 COUNTRY VILLAGE ROAD OPERATIONS LLC

9101 SECOND AVENUE OPERATIONS LLC

9109 LIBERTY ROAD OPERATIONS LLC

93 MAIN STREET SNF OPERATIONS LLC

932 BROADWAY OPERATIONS LLC

9701 MEDICAL CENTER DRIVE OPERATIONS LLC

CAPCARE, INC.

CDNTE, INC.

COURTYARD JV LLC

DIANE DRIVE OPERATIONS LLC

FC-GEN HOSPICE HOLDINGS, LLC

FIVE NINETY SIX SHELDON ROAD OPERATIONS LLC

FORTY EIGHT NICHOLS STREET OPERATIONS LLC

FORTY SIX NICHOLS STREET OPERATIONS LLC

FRANKLIN WOODS JV LLC

GENESIS BAYVIEW JV HOLDINGS, LLC

GENESIS CT HOLDINGS LLC

GENESIS DE HOLDINGS LLC

GENESIS DIAMOND OPERATIONS LLC

GENESIS ELDERCARE NETWORK SERVICES, INC.

GENESIS ELDERCARE PHYSICIAN SERVICES, INC.

GENESIS ELDERCARE REHABILITATION SERVICES, INC.

GENESIS HEALTH VENTURES OF NEW GARDEN, INC.

GENESIS HEALTHCARE LLC

GENESIS HOSPITALITY SERVICES LLC

GENESIS IP LLC

GENESIS MA HOLDINGS LLC

GENESIS MD HOLDINGS LLC

GENESIS NH HOLDINGS LLC

GENESIS NJ HOLDINGS LLC

GENESIS OMG OPERATIONS LLC

GENESIS OPERATIONS II LLC

GENESIS OPERATIONS III LLC

GENESIS OPERATIONS IV LLC

GENESIS OPERATIONS LLC

GENESIS OPERATIONS V LLC

GENESIS OPERATIONS VI LLC

GENESIS PA HOLDINGS LLC

GENESIS RI HOLDINGS LLC

GENESIS STAFFING SERVICES LLC

GENESIS VA HOLDINGS LLC

GENESIS VT HOLDINGS LLC

GENESIS WV HOLDINGS LLC

GHC ANCILLARY CORPORATION

GHC DIALYSIS JV LLC

GHC HOLDINGS II LLC

GHC HOLDINGS LLC

GHC JV HOLDINGS LLC

GHC PAYROLL LLC

GHC PROPERTY MANAGEMENT LLC

GHC RANDALLSTOWN DIALYSIS JV LLC

GHC SELECTCARE LLC

GRANITE LEDGES JV LLC

HC 63 OPERATIONS LLC

KENNETT CENTER, L.P.

By: GENESIS HEALTH VENTURES OF NEW GARDEN, INC., its general partner

MAGNOLIA JV LLC

NINE HAYWOOD AVENUE OPERATIONS LLC

ODD LOT LLC

RESPIRATORY HEALTH SERVICES LLC

ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP

By: GENESIS OPERATIONS VI LLC, its general partner

ROUTE 92 OPERATIONS LLC

SADDLE SHOP ROAD OPERATIONS LLC

SAGECARE CONNECTIONS LLC

SALISBURY JV LLC

SR-73 AND LAKESIDE AVENUE OPERATIONS LLC

STATE STREET ASSOCIATES, INC.

STATE STREET ASSOCIATES, L.P.

By: STATE STREET ASSOCIATES, INC., its general partner

STILLWELL ROAD OPERATIONS LLC

THIRTY FIVE BEL-AIRE DRIVE SNF OPERATIONS LLC

THREE MILE CURVE OPERATIONS LLC

WESTWOOD MEDICAL PARK OPERATIONS LLC

1240 PINEBROOK ROAD, LLC

1501 SE 24TH ROAD, LLC

1775 HUNTINGTON LANE, LLC

1980 SUNSET POINT ROAD, LLC

2600 HIGHLANDS BOULEVARD, NORTH, LLC

2900 TWELFTH STREET NORTH, LLC

315 UPPER RIVERDALE ROAD LLC

3865 TAMPA ROAD, LLC

4602 NORTHGATE COURT, LLC

4927 VOORHEES ROAD, LLC

78 OPAL STREET LLC

AMERICARE HEALTH SERVICES CORP.

BELMONT NURSING CENTER, LLC

BRADFORD SQUARE NURSING, LLC

CAREERSTAFF SERVICES CORPORATION

CAREERSTAFF UNLIMITED, INC.

COUNTRYSIDE HOSPICE CARE, INC.

CRESTVIEW NURSING, LLC

FALMOUTH HEALTHCARE, LLC

FLORIDA HOLDINGS I, LLC

FLORIDA HOLDINGS II, LLC

FLORIDA HOLDINGS III, LLC

GRANT MANOR LLC

GREAT FALLS HEALTH CARE COMPANY, L.L.C.

HARBORSIDE CONNECTICUT LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE DANBURY LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE HEALTH I LLC

HARBORSIDE HEALTHCARE, LLC

HARBORSIDE HEALTHCARE ADVISORS LIMITED PARTNERSHIP

By: KHI LLC, its general partner

HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP

By : KHI LLC , its general partner

HARBORSIDE MASSACHUSETTS LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP

By: HARBORSIDE TOLEDO BUSINESS LLC, its general partner

HARBORSIDE NORTH TOLEDO LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE OF DAYTON LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE OF OHIO LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE POINT PLACE, LLC

HARBORSIDE REHABILITATION LIMITED PARTNERSHIP

By: CAREERSTAFF UNLIMITED, INC., its general partner

HARBORSIDE RHODE ISLAND LIMITED PARTNERSHIP

By: HARBORSIDE HEALTH I LLC, its general partner

HARBORSIDE SWANTON, LLC

HARBORSIDE SYLVANIA, LLC

HARBORSIDE TOLEDO BUSINESS LLC

HARBORSIDE TOLEDO LIMITED PARTNERSHIP

By: HARBORSIDE TOLEDO BUSINESS LLC, its general partner

HARBORSIDE TROY, LLC

HBR BARDWELL LLC

HBR BARKELY DRIVE, LLC

HBR BOWLING GREEN LLC

HBR BROWNSVILLE, LLC

HBR CAMPBELL LANE, LLC

HBR DANBURY, LLC

HBR ELIZABETHTOWN, LLC

HBR KENTUCKY, LLC

HBR LEWISPORT, LLC

HBR MADISONVILLE, LLC

HBR OWENSBORO, LLC

HBR PADUCAH, LLC

HBR STAMFORD, LLC

HBR TRUMBULL, LLC

HBR WOODBURN, LLC

HHCI LIMITED PARTNERSHIP

By: HARBORSIDE TOLEDO BUSINESS LLC , its general partner

HUNTINGTON PLACE LIMITED PARTNERSHIP

By: 1775 HUNTINGTON LANE, LLC ,

its general partner

KHI LLC

KLONDIKE MANOR LLC

LEISURE YEARS NURSING, LLC

MARIETTA HEALTHCARE, LLC

MARYLAND HARBORSIDE CORP.

MASHPEE HEALTHCARE, LLC

MASSACHUSETTS HOLDINGS I, LLC

MASTHEAD CORPORATION

OHIO HOLDINGS I, LLC

OWENTON MANOR NURSING, LLC

PEAK MEDICAL ASSISTED LIVING, LLC

PEAK MEDICAL COLORADO NO. 2, INC.

PEAK MEDICAL COLORADO NO. 3, INC.

PEAK MEDICAL FARMINGTON, INC.

PEAK MEDICAL GALLUP, INC.

PEAK MEDICAL IDAHO OPERATIONS, INC.

PEAK MEDICAL LAS CRUCES NO. 2, INC.

PEAK MEDICAL LAS CRUCES, INC.

PEAK MEDICAL MONTANA OPERATIONS, INC.

PEAK MEDICAL NEW MEXICO NO. 3, INC.

PEAK MEDICAL OF BOISE, INC.

PEAK MEDICAL OF COLORADO, LLC

PEAK MEDICAL OF IDAHO, INC.

PEAK MEDICAL OF UTAH, INC.

PEAK MEDICAL OKLAHOMA NO. 1, INC.

PEAK MEDICAL OKLAHOMA NO. 10, LLC

PEAK MEDICAL OKLAHOMA NO. 12, INC.

PEAK MEDICAL OKLAHOMA NO. 4, INC.

PEAK MEDICAL OKLAHOMA NO. 5, INC.

PEAK MEDICAL ROSWELL, INC.

PEAK MEDICAL, LLC

PINE TREE VILLA LLC

PM OXYGEN SERVICES, INC.

PROCARE ONE NURSES, LLC

REGENCY HEALTH SERVICES, INC.

REGENCY NURSING, LLC

RIVERSIDE RETIREMENT LIMITED PARTNERSHIP

By : HARBORSIDE HEALTH I LLC , its general partner

SOLAMOR HOSPICE CORPORATION

SUN HEALTHCARE GROUP, INC.

SUNBRIDGE BECKLEY HEALTH CARE CORP.

SUNBRIDGE BRASWELL ENTERPRISES, INC.

SUNBRIDGE BRITTANY REHABILITATION CENTER, INC.

SUNBRIDGE CARE ENTERPRISES WEST, INC.

SUNBRIDGE CARE ENTERPRISES, INC.

SUNBRIDGE CARMICHAEL REHABILITATION CENTER

SUNBRIDGE CHARLTON HEALTHCARE, LLC

SUNBRIDGE CIRCLEVILLE HEALTH CARE CORP.

SUNBRIDGE CLIPPER HOME OF NORTH CONWAY, INC.

SUNBRIDGE CLIPPER HOME OF PORTSMOUTH, INC.

SUNBRIDGE CLIPPER HOME OF ROCHESTER, INC.

SUNBRIDGE CLIPPER HOME OF WOLFEBORO, INC.

SUNBRIDGE DUNBAR HEALTH CARE CORP.

SUNBRIDGE GARDENDALE HEALTH CARE CENTER, LLC

SUNBRIDGE GLENVILLE HEALTH CARE, INC.

SUNBRIDGE GOODWIN NURSING HOME, INC.

SUNBRIDGE HALLMARK HEALTH SERVICES, INC.

SUNBRIDGE HARBOR VIEW REHABILITATION CENTER

SUNBRIDGE HEALTHCARE, LLC

SUNBRIDGE JEFF DAVIS HEALTHCARE, LLC

SUNBRIDGE MARION HEALTH CARE CORP.

SUNBRIDGE MEADOWBROOK REHABILITATION CENTER

SUNBRIDGE MOUNTAIN CARE MANAGEMENT, INC.

SUNBRIDGE NURSING HOME, INC.

SUNBRIDGE OF HARRIMAN, LLC

SUNBRIDGE PARADISE REHABILITATION CENTER, INC.

SUNBRIDGE PUTNAM HEALTH CARE CORP.

SUNBRIDGE REGENCY-NORTH CAROLINA, INC.

SUNBRIDGE REGENCY-TENNESSEE, INC.

SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC

SUNBRIDGE SALEM HEALTH CARE CORP.

SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER

SUNBRIDGE STOCKTON REHABILITATION CENTER, INC.

SUNBRIDGE SUMMERS LANDING, INC.

SUNBRIDGE WEST TENNESSEE, INC.

SUNDANCE REHABILITATION AGENCY, INC.

SUNDANCE REHABILITATION CORPORATION

SUNDANCE SERVICES CORPORATION

SUNHEALTH SPECIALTY SERVICES, INC.

SUNMARK OF NEW MEXICO, INC.

THE MEDIPLEX GROUP, INC.

WAKEFIELD HEALTHCARE, LLC

WESTFIELD HEALTHCARE, LLC

WOODSPOINT LLC

EXHIBIT A

AMENDMENTS TO CREDIT AGREEMENT

See attached.

$325,000,000

TERM LOAN AGREEMENT
(as amended by First Amendment and as further amended by Second Amendment)

among

FC-GEN OPERATIONS INVESTMENT, LLC,

as LLC Parent,

GEN OPERATIONS I, LLC,

as Parent,

GEN OPERATIONS II, LLC,
as Holdings,

GENESIS HEALTHCARE LLC,

as Borrower Agent

and

SUN HEALTHCARE GROUP, INC.,
as Borrower,

The Several Lenders from Time to Time Parties Hereto,

BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent,

GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent

and

BARCLAYS BANK PLC
and
GE CAPITAL MARKETS, INC.,
as Joint Lead Arrangers and Joint Book Running Managers

Dated as of December 3, 2012

TABLE OF CONTENTS

		Page

SECTION 1 .	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	37

SECTION 2 .	AMOUNT AND TERMS OF COMMITMENTS	38
2.1	Initial Commitments	38
2.2	[Reserved]	38
2.3	Procedure for Loan Borrowing	38
2.4	Repayment of Loans	38
2.5	Repayment of Loans	39
2.6	Fees, etc.	40
2.7	Optional Prepayments	40
2.8	Mandatory Prepayments	40
2.9	Conversion and Continuation Options	41
2.10	Minimum Amounts and Maximum Number of Eurodollar Tranches	42
2.11	Interest Rates and Payment Dates	42
2.12	Computations of Interest and Fees	42
2.13	Inability to Determine Interest Rate	43
2.14	Pro Rata Treatment and Payments	43
2.15	Requirements of Law	46
2.16	Taxes	48
2.17	Indemnity	50
2.18	Illegality	50
2.19	Mitigation of Costs; Change of Lending Office	51
2.20	Replacement of Lenders	51
2.21	Incremental Loans	51
2.22	Extensions of Loans and Commitments	53
2.23	Borrower Agent	55
2.24	Nature and Extent of Each Borrower’s Liability	56

SECTION 3 .	REPRESENTATIONS AND WARRANTIES	56
3.1	Corporate Existence; Compliance with Law	56
3.2	Loan Documents and Lease Consent and Amendment Agreements	58
3.3	Financial Statements	58
3.4	Material Adverse Effect	59
3.5	Solvency	59
3.6	Litigation	59
3.7	Taxes	59
3.8	Margin Regulations	60
3.9	No Burdensome Obligations; No Defaults	60
3.10	Investment Company Act	60
3.11	Labor Matters	60

TABLE OF CONTENTS

		Page

3.12	ERISA	60
3.13	Environmental Matters	61
3.14	Intellectual Property	61
3.15	Title; Real Property	62
3.16	Full Disclosure	62
3.17	Patriot Act; OFAC	62
3.18	No Default	63
3.19	Use of Proceeds	63
3.20	Insurance	63
3.21	Reportable Transactions	63
3.22	Security Documents	63

SECTION 4 .	CONDITIONS PRECEDENT	64

SECTION 5 .	REPORTING COVENANTS	67
5.1	Financial Statements	67
5.2	Other Events	69
5.3	ERISA Matters	69
5.4	Environmental Matters	70
5.5	Other Information	70

SECTION 6 .	AFFIRMATIVE COVENANTS	70
6.1	Maintenance of Corporate Existence	70
6.2	Compliance with Laws, Etc.	70
6.3	Payment of Obligations	71
6.4	Maintenance of Property	72
6.5	Maintenance of Insurance	72
6.6	Keeping of Books	72
6.7	Access to Books and Property	72
6.8	Environmental	73
6.9	Post Closing Obligations	73
6.10	Additional Collateral, etc	73
6.11	Maintenance of Ratings	75
6.12	Further Assurances	75
6.13	Interest Rate Protection	76
6.14	Use of Proceeds	76
6.15	Annual Lenders Meeting	76
6.16	Material Master Leases	76

SECTION 7 .	NEGATIVE COVENANTS	76
7.1	Indebtedness	76
7.2	Liens	79
7.3	Sale and Lease-Back Transactions	82

TABLE OF CONTENTS

		Page

7.4	Investments, Loans and Advances	83
7.5	Mergers, Consolidations, Sales of Assets and Acquisitions	85
7.6	Restricted Payments; Restrictive Agreements	87
7.7	Transactions with Affiliates	89
7.8	Business of the Borrowers and the Restricted Subsidiaries	90
7.9	Other Indebtedness and Agreements	90
7.10	[Reserved]	91
7.11	Account Changes; Fiscal Year	91
7.12	Capital Expenditures	91
7.13	Minimum Fixed Charge Coverage Ratio	92
7.14	Maximum Leverage Ratio	92
7.15	Minimum Interest Coverage Ratio	92
7.16	Certain Cure Rights	93

SECTION 8 .	EVENTS OF DEFAULT	94

SECTION 9 .	THE AGENTS	96
9.1	Appointment	96
9.2	Delegation of Duties	96
9.3	Exculpatory Provisions	97
9.4	Reliance by the Agents	97
9.5	Non-Reliance on Agents and Other Lenders	98
9.6	Indemnification	98
9.7	Agent in Its Individual Capacity	99
9.8	Successor Agents	99
9.9	Authorization to Release Liens and Guarantees	99
9.10	Lead Arrangers	100
9.11	Administrative Agent May File Proofs of Claim	100

SECTION 10 .	MISCELLANEOUS	101
10.1	Amendments and Waivers	101
10.2	Notices	102
10.3	No Waiver; Cumulative Remedies	103
10.4	Survival of Representations and Warranties	103
10.5	Payment of Expenses; Indemnification; Limitation of Liability	103
10.6	Successors and Assigns; Participations and Assignments	105
10.7	Adjustments; Set-off	110
10.8	Counterparts	110
10.9	Severability	110
10.10	Integration	110
10.11	GOVERNING LAW	110
10.12	Submission to Jurisdiction; Waivers	111
10.13	Acknowledgments	111
10.14	Confidentiality	112

iii

TABLE OF CONTENTS

		Page

10.15	Release of Collateral and Guarantee Obligations; Subordination of Liens	112
10.16	Accounting Changes	113
10.17	WAIVERS OF JURY TRIAL	113
10.18	USA PATRIOT ACT	113
10.19	Delivery of Lender Addenda	114

APPENDICES :

A Initial Commitments

SCHEDULES :

1.1A Subsidiary Guarantors

1.1B Unrestricted Subsidiaries

1.1C Approved Insurers

3.1(a) Corporate Existence, Compliance with Law

3.1(b) Healthcare Facilities

3.1(c) Primary Licenses

3.1(e) Healthcare Facility Violations

3.2 Required Permits; Governmental Authority

3.3 Material Indebtedness and Material Liabilities

3.6 Litigation

3.7 Taxes

3.11 Labor Matters

3.12(a) ERISA

3.12(b) Foreign Pension Plans

3.15 Title Real Property

3.20 Insurance

3.22(a) UCC Filing Jurisdictions

6.2 Provider Payment and Reimbursement Programs

6.9 Post Closing Obligations

7.1 Existing Indebtedness

7.2 Existing Liens

7.4 Existing Investments

7.7 Transactions with Affiliates

7.10 Existing Negative Pledges

EXHIBITS :

A-1 Form of Notice of Borrowing

A-2 Form of Conversion/Continuation Notice

B Form of Guarantee and Collateral Agreement

C Form of Compliance Certificate

D Form of Closing Certificate

E-1 Form of Assignment and Assumption

E-2 Form of Affiliated Lender Assignment and Assumption

F Form of Exemption Certificate

G Form of Solvency Certificate

H Form of Prepayment Notice

I Form of Promissory Note

J Form of Joinder Agreement

K Form of Lender Addendum

L Form of Intercreditor Agreement

M Form of Intercompany Promissory Note

W I T N E S S E T H:

WHEREAS, the Lenders are willing to make the term loan facility described herein available to the Borrowers upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. D E FINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section shall have the respective meanings set forth in this Section.

“ ABL 5th Amendment ”: the Amendment No. 5 to Credit Agreement, dated as of the First Amendment Date, by and among, inter alios , the Borrowers (as defined therein), the lenders party thereto and General Electric Capital Corporation, as Administrative Agent (as defined therein).

“ ABL Credit Agreements ”: the Genesis ABL Credit Agreement and the Skilled ABL Credit Agreement.

“ ABL Loan Documents ”: has the meaning assigned to the term “Loan Documents” in each of the ABL Credit Agreements.

“ ABL Obligations ”: the “Obligations” under and as defined in the ABL Credit Agreements.

“ ABL Facility ”: each of the asset-based revolving credit facilities incurred pursuant to the ABL Loan Documents.

reserve adjusted Eurodollar Rate plus 1.00%; provided that , with respect to any Interest Period, in no event shall the “ABR” with respect to any Loan that is a ABR Loan, be less than 2.50%.

“ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

“ Accounting Changes ”: as defined in Section 10.16 .

“ Acquired EBITDA ”: with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Ultimate Parent and its Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“ Acquired Entity or Business ”: as defined in the definition of “Consolidated EBITDA”.

“ Acquired Permitted CapEx Amount ”: as defined in Section 7.12 .

“ Acquisition ”: as defined in the recitals hereto.

“ Administrative Agent ”: as defined in the preamble hereto.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. No Secured Party shall be an Affiliate of any Borrower nor shall any Secured Party be deemed to be an “Affiliate” of any Loan Party solely by virtue of being a “Lender” or “Secured Party” under this Agreement. For purposes of this definition, “control” of a Person means (i) the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise or (ii) beneficial ownership of 10% or more of the Voting Stock of such Person .

“ Affiliated Lender Assignment and Assumption ”: an Affiliated Lender Assignment and Assumption, substantially in the form of Exhibit E-2

“ Agent-Related Persons ”: each Agent, together with its Related Parties.

“ Agents ”: the collective reference to the Collateral Agent and the Administrative Agent.

“ Agreed Purposes ”: as defined in Section 10.14 .

“ Agreement ”: this Term Loan Agreement.

equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); and provided , further , that “All-In Yield” shall not include arrangement fees, underwriting fees, structuring fees, commitment fees or other fees not paid to all providers of such Indebtedness.

“ Applicable Indebtedness ”: as defined in the definition of “Weighted Average Life to Maturity”.

“ Applicable Margin ”: for any day, with respect to the Loans that are (i) ABR Loans, 7.50% and (ii) Eurodollar Loans, 8.50%.

“ Approved Fund ”: as defined in Section 10.6(b) .

“ Approved Insurer ” : each Person identified on Schedule 1.1C and any Insurer (other than Medicaid, Medicare or TRICARE) as may be approved by Administrative Agent from time to time in its sole discretion.

“ Asset Sale ”: the sale, transfer or other Disposition (by way of merger, casualty, condemnation or otherwise) by Ultimate Parent or any of the Restricted Subsidiaries to any person other than Ultimate Parent, the Borrowers or any Subsidiary Guarantor of (a) any Capital Stock of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of Ultimate Parent or any of the Restricted Subsidiaries (other than (i) inventory, damaged, no longer useful or needed, obsolete or worn out assets, scrap, cash and Cash Equivalents, in each case Disposed of in the ordinary course of business), (ii) Dispositions between or among Foreign Subsidiaries, (iii) Dispositions of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are applied to the purchase price of such replacement property (which replacement property is actually promptly purchased), (iv) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of Ultimate Parent and the Restricted Subsidiaries, taken as a whole, (v) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, (vi) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (vii) Dispositions permitted by Sections 7.4, 7.5 and 7.6 and Liens permitted by Section 7.2, (viii) the unwinding of any Hedge Agreement, (ix) any sale, transfer or other Disposition or series of related sales, transfers or other Dispositions having a value not in excess of $1,500,000 and (x) the assignment, cancellation, abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Ultimate Parent, no longer economically practicable to maintain or useful in the conduct of the business of Ultimate Parent and the Restricted Subsidiaries taken as a whole).

“ Assignee ”: as defined in Section 10.6(b).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit E-1

or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011.

“ Bankruptcy Code ”: the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. ), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“ Barclays ”: Barclays Bank PLC.

“ Benefited Lender ”: as defined in Section 10.7(a).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrowers ”: as defined in the preamble hereto.

“ Borrower Agent ”: as defined in Section 2.23.

“ Borrowing Date ”: any Business Day specified by the Borrowers as a date on which the Borrower Agent requests the relevant Lenders to make Loans hereunder.

“ Business ”: the business and any services, activities or businesses incidental or directly related or similar or complementary to any business or line of business engaged in by Ultimate Parent or the Restricted Subsidiaries as of the Second Amendment Date or any business or business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“ Capital Expenditures ”: for any period, the additions to property, plant and equipment and other capital expenditures of Ultimate Parent and the Restricted Subsidiaries that are (or should be) set forth in a Consolidated statement of cash flows of LLC Parent (or, on or after the Second Amendment Date, Ultimate Parent) for such period prepared in accordance with GAAP, but excluding (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure to the extent that proceeds of Asset Sales, debt financings or lease financings are used to make such expenditure, (iii) the purchase price of assets purchased during such period to the extent the consideration therefor consists of

any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business, (iv) expenditures which constitute consideration paid in respect of Permitted Acquisitions and other Investments permitted under Section 7.4 (other than Investments permitted under Section 7.4(j)), (v) any such expenditures made with the proceeds of any Excluded Issuance or the incurrence of any Indebtedness permitted under this Agreement, (vi) expenditures constituting interest capitalized during such period, (vii) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person and (viii) solely for purposes of determining compliance with Section 7.12 , any cash expenditure made in connection with any Health Care REIT Asset Buyback.

“ Cash Management Document ”: any certificate, agreement or other document executed by Ultimate Parent or any Restricted Subsidiary in respect of the Cash Management Obligations of Ultimate Parent or any Restricted Subsidiary.

“ Cash Management Obligation ”: with respect to Ultimate Parent and the Restricted Subsidiaries, any direct or indirect liability, contingent or otherwise, of any such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided after the date hereof (regardless of whether these or similar services were provided prior to the date hereof by the Administrative Agent, any Lender or any Affiliate of any of them) by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ Certificated Security ”: as defined in the Guarantee and Collateral Agreement.

“ Change of Control ”: (i) Ultimate Parent shall cease to own directly or indirectly (x) no less than 50% of the Capital Stock of LLC Parent; or (y) 100% of the Capital Stock of any other of the managing members of LLC Parent, (ii) except to the extent expressly permitted by Section 7.5(a)(i)(D), LLC Parent shall cease to own directly or indirectly 100% of the Capital Stock of the Genesis Borrower, Parent or Holdings; (iii) Holdings (or, if Holdings is no longer in existence in accordance with Section 7.5(a)(i)(D), Parent or LLC Parent) shall cease to own directly 100% of the Capital Stock of the Genesis Borrower; (iv) (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors is or becomes the beneficial owner, directly or indirectly, of more than 35% of the Voting Stock of Ultimate Parent and such person or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the Voting Stock of Ultimate Parent than the percentage of outstanding Voting Stock of Ultimate Parent owned by the Permitted Investors or (B) for any reason whatsoever, a majority of the board of directors of Ultimate Parent shall not be Continuing Directors or (v) a “change of control” or similar concept under the ABL Loan Documents or any Material Master Leases shall have occurred.

“ Chattel Paper ”: as defined in the Guarantee and Collateral Agreement.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 4 shall have been satisfied or waived and the initial Loans hereunder shall have been funded.

“ Closing Fee ”: as defined in Section 2.1(b) .

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: as defined in the Guarantee and Collateral Agreement.

“ Collateral Coverage Requirement ”: at any date of determination, the requirement that the licensed beds of the Loan Parties constitute at least 75.0% of the licensed beds of the Borrowers and the Restricted Subsidiaries, taken as a whole as of such date.

“ Collateral Agent ”: as defined in the preamble hereto.

“ Commitment ”: as to any Lender, the Initial Commitment and/or Incremental Commitment (if any) of such Lender.

“ Committed Reinvestment Amount ”: as defined in the definition of “Reinvestment Prepayment Amount”.

“ Company Material Adverse Effect ”: any event, change, circumstance, development, occurrence, condition, effect or state of facts, individually or in the aggregate, that is materially adverse to the business, assets, financial condition or results of operations of the Sun Borrower and its Subsidiaries, taken as a whole; provided , however , that the determination of a Company Material Adverse Effect shall exclude the following events, changes, circumstances, developments, occurrences, conditions, effects and states of fact: (a) the announcement, pendency or anticipated consummation of the Acquisition (as defined in the Acquisition Agreement) or any of the other transactions contemplated by the Acquisition Agreement; (b) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (c) changes in general conditions in any industry in which any of the Sun Borrower and its Subsidiaries, taken as a whole, operates or participates; (d) a change in the Sun Borrower’s stock price or trading volume, in and of itself (provided, that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (e) any natural or man-made disaster, pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; (f) any failure, in and of itself, by the Sun Borrower to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the June 20, 2012 (provided, that the underlying factors contributing to such failure shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (g) changes in general legal, regulatory or political conditions after June 20, 2012; (h) changes in GAAP or applicable laws or the interpretation thereof after June 20, 2012 (except changes (that are not proposed in the Federal Register through notice of public rulemaking or equivalent state rulemaking notice prior to June 20, 2012) to reimbursement rates or in methods or procedures for determining such rates by any governmental entity that have general application to providers of such health services as are provided by the facilities, the Sun Borrower or its Subsidiaries, as applicable); (i) the Kentucky Court of Appeals’ (or the Kentucky Supreme Court’s, if there is a further appeal) denial or dismissal in whole or in part of the Sun Borrower’s appeal of, or affirmation of the trial court ruling with respect to, the Offutt Litigation (as such term is defined in Section 2.1 2 (a) of the Company Disclosure Schedule attached to the Acquisition Agreement); or (j) the taking of any action, or any failure to act, with the prior written consent of the Genesis Borrower or required to be taken by the express terms of the Acquisition Agreement, except with respect to clauses (b), (c), (e), (g) and (h), to the extent, and only to the extent such event, change, circumstance, development, occurrence, condition effect or state of facts is disproportionately adverse to the Sun Borrower and its Subsidiaries, taken as a whole, when compared to other persons operating in the geographies and industries in which the Sun Borrower and its Subsidiaries operate.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit C .

“ Confidential Information ”: as defined in Section 10.14.

“ Consolidated ” : with respect to Ultimate Parent and its Subsidiaries, consolidated in accordance with GAAP, excluding the revenues, expenses, assets and liabilities of variable interest entities having Indebtedness that is non-recourse to Ultimate Parent.

“ Consolidated Cash Interest Expense ” : for any period, the Consolidated Interest Expense for such period minus the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs (including, without limitation, amortization of financing fees and expenses paid in connection with the transactions contemplated by the Loan Documents and Permitted Acquisitions), (b) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (c) other non-cash interest.

“ Consolidated Current Assets ”: at any date, the Consolidated current assets (other than cash and Cash Equivalents) of the Parent Companies, the Borrowers and the Restricted Subsidiaries.

“ Consolidated Current Liabilities ”: at any date, the Consolidated current liabilities of the Parent Companies, the Borrowers and the Restricted Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding loans under the ABL Facilities.

“ Consolidated EBITDA ”: for any period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) Consolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization; plus (iv) the amount of any non-cash charges (other than the write down of current assets), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Transactions and Skilled Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness or issuance of Capital Stock, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), plus (viii) the amount of cost savings and acquisition synergies projected by Ultimate Parent in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Disposition or restructuring of the business by the Parent Companies, the Borrowers or any Restricted Subsidiary, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (viii) shall not exceed (x) $50,000,000 in the aggregate (and in no event shall the total amount of all cost savings and acquisition synergies with respect to the Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions; and (y) 15% of Consolidated EBITDA in any period, otherwise, plus (ix) the amount of cost savings and acquisition synergies projected by Ultimate Parent in good faith to be realized within 15 months of the date such actions are first taken in connection with the Skilled Transactions, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause shall not exceed $30,000,000 in the aggregate, plus (x) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Second Amendment Date) to

the Sponsor pursuant to any management agreement permitted by Section 7.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any fiscal year, minus (y) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro Forma Basis in determining Consolidated EBITDA for any period, without duplication, Acquired EBITDA of any Person acquired by Ultimate Parent or any of the Restricted Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, transferred or otherwise Disposed of by Ultimate Parent or such Restricted Subsidiary during such period (each such Person or business acquired and not subsequently so Disposed of, an “ Acquired Entity or Business ”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business transferred or otherwise Disposed of, closed or classified as discontinued operations as classified under GAAP by Ultimate Parent or any of the Restricted Subsidiaries during such period (each such Person, property, business so sold or Disposed of, a “ Sold Entity or Business ”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or Disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Consolidated EBITDA of any newly constructed healthcare facilities for the twelve month period following receipt of a Certificate of Occupancy for such properties, in an aggregate amount not exceeding $5,000,000 in any four fiscal quarter period. For purposes of determining the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio, and the Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2012 and June 30, 2012, Consolidated EBITDA for the fiscal quarters ended on such dates shall be deemed to be equal to $35,600,000 and $40,900,000, respectively (as such amounts may be adjusted in accordance with the immediately preceding sentences).

“ Consolidated Interest Expense ”: for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations (other than Real Property Financing Obligations)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of the Parent Companies, the Borrowers or any Restricted Subsidiary that is required to be capitalized rather than included in Consolidated Interest Expense for such period in accordance with GAAP; provided , that Consolidated Interest Expense for any period ending on any day prior to the first anniversary of the Closing Date shall be deemed equal to the product of (i) Consolidated Interest Expense computed in accordance with the requirements of this definition for the period from and including the Closing Date to and including such day by (ii) a fraction, the numerator of which is the number of days from and including the Closing Date to and including such day and the denominator of which is 365.

“ Consolidated Net Income ”: for any period, the net income or loss of the Parent Companies, Borrowers and the Restricted Subsidiaries for such period determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, (a) the income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary), (b) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Ultimate Parent or any Restricted Subsidiary or the date that such Person’s assets are acquired by Ultimate Parent or any Restricted Subsidiary, (c) any gains or losses attributable to sales of assets outside of the ordinary course of business, (d) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets (other than current assets); (e) unrealized gains and losses with respect to Hedge Agreements or other derivative instruments for such period and (f) any gains or losses relating to discontinued operations; provided further that the net income of any person in which any other person (other than Ultimate Parent or a Wholly-Owned Restricted Subsidiary or any director or foreign national holding qualifying shares in accordance with applicable law) has a joint interest shall be included in Consolidated Net Income only to the extent of the percentage interest of such person owned by the Parent Companies, the Borrowers and the Restricted Subsidiaries. In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any Investment or any Asset Sale permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption.

“ Consolidated Rental Expense ”: for any period, the total cash rental expense for operating leases and Real Property Financing Obligations (including the imputed interest expense with respect thereto) of the Parent Companies, the Borrowers and the Restricted Subsidiaries (regardless of the accounting treatment thereof), determined on a Consolidated basis for such period and adjusted, for avoidance of doubt, to exclude the non-cash impact resulting from the straight-lining of rents; provided that Consolidated Rental Expense shall be reduced by any rental income. For the purpose of determining the Consolidated Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2012 and June 30, 2012, Consolidated Rental Expense for the fiscal quarters ended on such dates shall be deemed to be equal to $99,300,000 and $100,900,000, respectively.

“ Consolidated Senior Secured Debt ”: as of any date of determination, Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of the Parent Companies, the Borrowers or any Restricted Subsidiary but excluding such Indebtedness which is subordinated in right of payment to the Obligations and the ABL Obligations.

“ Consolidated Senior Secured Leverage Ratio ”: as of any date of determination, the ratio of Consolidated Senior Secured Debt as of such day to Consolidated EBITDA of the Parent Companies, the Borrowers and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ Consolidated Total Assets ”: as of any date of determination, the total amount of all assets of the Parent Companies, the Borrowers and the Restricted Subsidiaries determined on a Consolidated basis in accordance with GAAP as of the last day of the period for which the most recent financial statements were delivered prior to such date of determination.

“ Consolidated Total Debt ”: as of any date of determination, the aggregate principal amount of Indebtedness of the Parent Companies, the Borrowers and the Restricted Subsidiaries less ( a )

Indebtedness of the type described in clause (e) of the definition of such term to the extent related to Real Property Financing Obligations, ( b ) Indebtedness of a type described in clauses (d) and (f ) of the definition thereof ( c ) any letters of credit, banker acceptances or similar instruments to the extent undrawn and ( d ) unrestricted cash and Cash Equivalents as shown on the balance sheet on a C onsolidated basis of the Parent Companies , the Borrowers and the Restricted Subsidiaries in an amount not to exceed $ 50 ,000,000 (it being understood that cash and Cash Equivalents on deposit in an account in which the Collateral Agent or the collateral agent under the ABL Facilities has a perfected Lien constitutes unrestricted cash for purposes hereof).

“ Consolidated Total Leverage Ratio ”: as of any date of determination, the ratio of Consolidated Total Debt as of such date to Consolidated EBITDA of the Parent Companies, the Borrowers and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ Continuing Directors ”: the directors of Ultimate Parent on the Second Amendment Date and each other director of Ultimate Parent, if (a) such other director has, as of the date of determination, been a director of Ultimate Parent for at least the twelve preceding months, (b) such other director’s nomination for election to the board of directors of Ultimate Parent is recommended by at least 51% of the then Continuing Directors or (c) such other director receives the vote of a Permitted Investor and its Affiliates (excluding any portfolio companies of the Sponsor) in his or her nomination or election by the shareholders of Ultimate Parent.

“ Controlled Investment Affiliate ” : means, as applied to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is under common control with, such Person and that is organized by such Person (or any Person controlling such Person) primarily for the purpose of making equity or debt investments in Ultimate Parent or other portfolio companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

“ Curable Period ”: as defined in Section 7.16(a).

“ Cure Amount ”: as defined in Section 7.16(a).

“ Cure Right ”: as defined in Section 7.16(a).

“ Declining Lender ”: as defined in Section 2.22(c).

“ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Designated Jurisdiction ”: any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ Disposed EBITDA ”: with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Parent Companies, the Borrowers and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and their Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any direct or indirect Subsidiary incorporated in or organized under the laws of any jurisdiction within the United States.

“ Environmental Claims ”: any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Parent Companies, the Borrowers or any of their Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or Disposition of real estate) or proceedings pursuant to or in connection with any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “ Claims ”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of

injury to health or safety (to the extent relating to human exposure to Hazardous Materials) or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, and (iii) any and all Claims by any third party regarding environmental liabilities or obligations assumed or assigned by contract or operation of law.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurodollar Loan ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“ Event of Default ”: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

all or any portion of such Indebtedness, (iv) additions to noncash working capital for such fiscal year ( i.e. , the increase, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such fiscal year), (v) the amount of any Permitted Acquisitions or other Investments made in cash during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (vi) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated EBITDA and cash charges included in clauses (c), (d) and (f) of the proviso in the definition of Consolidated Net Income, (vii) any amounts paid in respect of earn-out arrangements in connection with the Acquisition, (viii) an amount equal to any Restricted Payments made pursuant to Sections 7.6 (a)( x ) and ( xii) in such period and any amounts paid in respect of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement in accordance with the terms of the Credit Agreement prior to the Second Amendment Date), (ix) to the extent paid in cash, the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause ( ix ) for any period, (x) to the extent paid in cash, costs, fees and expenses for such period paid in connection with the Transactions and the Skilled Transactions, (xi) to the extent paid in cash, any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness or issuance of Capital Stock, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), (xii) any Consolidated Cash Interest Expense of the Parent Companies, the Borrowers and the Restricted Subsidiaries with respect to such period and (xiii) to extent unrealized during such period, an amount equal to the amount of cost savings and acquisition synergies included in clauses (viii) and (ix) of the definition of Consolidated EBITDA.

“ Excess Cash Flow Application Date ”: as defined in Section 2.8(c).

“ Excluded Issuance ” : a Qualified Equity Issuance (other than any Qualified Equity Issuances utilized in connection with an exercise of Ultimate Parent’s Cure Right under Section 7.16(a)); provided that, the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to clause (v) of the definition of “Capital Expenditures” , Section 7.4(k) and/or Section 7.9(b)(ii).

of such Swap Transaction that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“ Excluded Taxes ”: as defined in Section 2.16(a).

“ Extended Lender Loans ”: as defined in Section 2.22(d).

“ Extending Lender ”: as defined in Section 2.22(c).

“ Extension Amendment ”: as defined in Section 2.22(e).

“ Extension Date ”: as defined in Section 2.22(f).

“ Extension Election ”: as defined in Section 2.22(c).

“ Extension Request ”: as defined in Section 2.22(a).

“ Facility ”: the Commitments and the Loans made hereunder.

“ Financial Condition Covenant ”: the covenants set forth in Sections 7.13, 7.14 and 7.15.

“ Financial Cure Covenant ”: as defined in Section 7.16(a).

“ First Amendment ”: the Amendment No. 1 to this Agreement, dated as of January 21, 2014, by and among, inter alios , the Borrowers, the Lenders party thereto and the Administrative Agent.

“ First Amendment Date ”: January 21, 2014.

“ Fixed Charge Coverage Ratio ”: as of any date of determination, the ratio of (i) Consolidated EBITDA minus Maintenance Capital Expenditures to (ii) Consolidated

Fixed Charges of the Parent Companies , the Borrowers and the Restricted Subsidiaries for the four fiscal quarter periods ending on such date calculated on a Pro Forma Basis .

“ Foreign Benefit Event ” : with respect to any Foreign Pension Plan, (a) the failure of any such Foreign Pension Plan or any trust thereunder intended to qualify for tax exempt status under any Requirements of Law, (b) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (c) the failure to make the required contributions or payments under any applicable law on or before the due date for such contributions or payments, (d) the receipt of a notice by a Governmental Authority relating to its intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (e) the incurrence of any liability in excess of $1,000,000 by the Parent Companies, the Borrowers or any Restricted Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (f) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries, or the imposition on the Parent Companies, the Borrowers or any of the Restricted Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of $1,000,000.

“ Foreign Pension Plan ” : any pension plan maintained outside the jurisdiction of the United States that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority to which the Parent Companies, the Borrowers or any of the Restricted Subsidiaries incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Foreign Subsidiary ” : any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary or a Domestic Subsidiary where substantially all of its assets consist of stock of controlled foreign corporations, as defined in Section 957 of the Code.

“ Free Cash Flow ”: for any period of four consecutive fiscal quarters , the excess of (a) Consolidated EBITDA for such period over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by Ultimate Parent and the Restricted Subsidiaries with respect to such period, (ii) Maintenance Capital Expenditures for such period, (iii) repayments of Indebtedness pursuant to Sections 2.4 and 2.5 made in cash by Ultimate Parent and the Restricted Subsidiaries during such period and (iv) any Consolidated Cash Interest Expense of the Parent Companies, the Borrowers and the Restricted Subsidiaries with respect to such period .

“ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower Agent and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time.

“ Genesis ABL Credit Agreement ”: the Second Amended and Restated Credit Agreement, dated as of the Closing Date, among the Borrowers (as defined therein), the lenders party thereto, General Electric Capital Corporation, as Administrative Agent and the other agents party thereto, as amended and restated (or otherwise replaced) on or about the Second Amendment Date and substantially consistent with the terms set forth on the Genesis ABL Term Sheet (as defined in the Second Amendment) without giving effect to any modifications or amendments thereto that are materially adverse to the Lenders (in their capacity as such) without the consent of the Required Lenders.

“ Genesis Borrower ”: as defined in the preamble hereto.

“ Governmental Authority ”: any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement, dated as of the Closing Date, to be executed and delivered by the Parent Companies, the Borrowers and each Subsidiary Guarantor, substantially in the form of Exhibit B , as the same may be amended, supplemented or otherwise modified from time to time.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person guaranteeing or by which such Person becomes contingently liable for any Indebtedness, net worth, working capital earnings, leases, dividends or other distributions upon the stock or equity interests (other than Real Property Financing Obligations) (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“ Guarantors ”: the collective reference to the Parent Companies and the Subsidiary Guarantors.

“ Healthcare Facilities ”: collectively, each hospital, clinic, skilled nursing facility, assisted living facility, independent living facility or mental health facility (or state equivalent of such licensure categories) or other healthcare facility owned, leased or managed by Ultimate Parent or any of its Subsidiaries, as listed on Schedule 3.1(b) hereto.

Licenses, including those relating to the quality and adequacy of care, equipment, personnel, operating policies, additions to facilities and services, medical care, distribution of pharmaceuticals, rate setting, kickbacks, fee splitting, patient healthcare and/or patient healthcare information, including the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder, and as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, and the rules and regulations promulgated thereunder (collectively “ HIPAA ”).

“ Health Care REIT Asset Buyback ”: the purchase by Genesis Operations LLC or its Subsidiaries from FC-Gen Real Estate, LLC of certain facilities pursuant to the Health Care REIT (Genesis) Lease.

“ Health Care REIT Intercreditor Agreement ” : the Intercreditor Agreement, dated as of the Closing Date, by and among the parties to the Health Care REIT (Sun) Lease, the Landlord Parties (as defined in the Health Care REIT Lease Consent and Amendment Agreement), the Administrative Agent, and General Electric Capital Corporation, or administrative agent under the ABL Credit Agreement.

“ Health Care REIT (Genesis) Lease ” : the Ninth Amended and Restated Master Lease Agreement, dated as of December 1, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant.

“ Health Care REIT Lease Consent and Amendment Agreement ” : the consent and amendment, dated as of June 20, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, Health Care REIT, Inc., a Delaware corporation, the Sun Landlords (as defined therein), the Lessor Parties (as defined therein), Genesis Operations, LLC, a Delaware limited liability company, and FC-Gen Operations Investment, LLC, a Delaware limited liability company.

“ Health Care REIT (Sun) Lease ” : the master lease agreement, dated as November 3, 2010, by and among Health Care REIT, Inc., a Delaware limited liability company, HCRI Beachwood, Inc., HCRI Broadview, Inc., HCRI Westlake, Inc., HCRI Indiana Properties, LLC, HCRI Kentucky Properties, LLC, and HH Florida, LLC, collectively, as landlord and Sunbridge Healthcare, LLC, as tenant.

“ Hedge Agreements ” : all agreements with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, entered into by Ultimate Parent or any of its Subsidiaries.

“ Hedge Counterparty ” : any Person that is a party to a Hedge Agreement that was a Lender or Agent at the time any such Hedge Agreement was entered into or an Affiliate of such a Lender or Agent, in each case in its capacity as party to a Hedge Agreement.

“ HIPAA ” : as defined in the definition of “ Healthcare Laws ”.

“ Holdings ” : as defined in the preamble hereto.

“ Hospice Sale ” : the acquisition by National Hospice Holdings, LLC or its designee of the assets of SolAmor Hospice Corporation (together with its subsidiaries and affiliates) or the assets of SolAmor Hospice Corporation ’ s operating subsidiaries from the Sun Borrower or its designee pursuant to and in accordance with the terms of that certain Asset Purchase Agreement, dated as of November 15, 2012, as amended as of November 28, 2012, and as in effect on the date hereof and without giving effect to any further amendments thereto.

“ Hospice Sale Prepayment Amount ” : as defined in Section 7.5(b)(C).

“ HUD ”: the U.S. Department of Housing and Urban Development.

“ HUD Sub-Facility Entities ” : each of Genesis HealthCare of Maine, LLC, as successor by merger with Genesis HealthCare of Maine, Inc., Belfast Operations, LLC, Camden Operations, LLC, Falmouth Operations, LLC, Farmington Operations, LLC, Kennebunk Operations, LLC, Lewiston Operations, LLC, Orono Operations, LLC, Scarborough Operations, LLC, Skowhegan SNF Operations, LLC, Waterville SNF Operations LLC, Westbrook Operations, LLC, One Price Drive Operations LLC and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

“ Increased Amount Date ” : as defined in Section 2.21(a).

“ Incremental Commitments ” : as defined in Section 2.21(a).

“ Incremental Joinder Agreement ” : as defined in Section 2.21(a).

“ Incremental Loans ” : any loan made by any Incremental Lender pursuant to Section 2.21(b).

“ Indebtedness ” : of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) trade payables, accrued expenses, current accounts and similar obligations incurred in the ordinary course of such Person ’ s business, (ii) deferred compensation accrued in the ordinary course of business and (iii) earn-outs and other contingent payments in respect of acquisitions except as and to the extent that the liability on account of any such earn-out or contingent payment appears in the liabilities section of the balance sheet of such Person in accordance with GAAP), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property, in which case only the lesser of the amount of such obligation and the fair market value of such Property shall constitute Indebtedness), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock valued at, in the case of redeemable preferred Capital Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Capital Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedge Agreement with a counterparty other than any Agent in the event of a termination (including an early termination) on the date of determination, and (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above.

“ Indemnified Liabilities ” : as defined in Section 10.5(a).

“ Indemnitee ” : as defined in Section 10.5(a).

“ Initial Commitment ” : as to any Lender, the obligation of such Lender, if any, to make a Loan to the Borrowers in a principal amount not to exceed the amount set forth opposite such Lender ’s name on Appendix A or under the heading “Initial Commitment” opposite such Lender ’ s name on the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Assumption (or Incremental Joinder Agreement, as the case may be) pursuant to which such Lender became a party hereto. The original aggregate amount of the Initial Commitments is $325,000,000.

“ Instrument ” : as defined in the Guarantee and Collateral Agreement.

“ Insurance Captive ”: Liberty Health Corporation, Ltd., a Bermuda company, or any o ther insurance captive or other self insurance program established by Ultimate Parent or a Restricted Subsidiary.

“ Insurer ” : a Person that insures a Patient against certain of the costs incurred in the receipt by such Patient of Medical Services, or that has an agreement with Ultimate Parent to compensate such Borrower for providing such goods or services to a Patient, including but not limited to Medicaid, Medicare and TRICARE.

“ Intercreditor Agreement ” : the Intercreditor Agreement, dated as of the Closing Date, in substantially the form of Exhibit L hereto, by and between the Collateral Agent and the “Collateral Agent” as defined in the Genesis ABL Credit Agreement and acknowledged by the Parent Companies, the Borrowers and the other Loan Parties, and along with any joinders made a part thereof from time to time (or any intercreditor amendment reasonably acceptable to the Agents, the “Administrative Agent” as defined in the Genesis ABL Credit Agreement and the Borrowers).

“ Interest Coverage Ratio ”: as of any date of determination, the ratio of Consolidated EBITDA for such period to Consolidated Cash Interest Expense of the Parent Companies, the Borrowers and the Restricted Subsidiaries for the four fiscal quarter periods ending on such date calculated on a Pro Forma Basis.

conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (with the consent of each affected Lender under the Facility) nine or twelve months thereafter, as selected by the Borrowers by irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(ii) any Interest Period that would otherwise extend beyond the date final payment is due on the Loans shall end on such due date; and

“ Investments ”: as defined in Section 7.4.

“ IRS ”: the Internal Revenue Service.

“ JER ”: JER Partners.

“ Joinder Agreement ”: an agreement substantially in the form of Exhibit J .

“ Lead Arrangers ”: Barclays and General Electric Capital Corporation.

“ Lender ”: each Lender that has an Initial Commitment or that holds a Loan.

expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“ Liquidity ”: with respect to any Person, the sum of (i) unrestricted cash and Cash Equivalents plus (ii) Borrowing Availability (as defined in the ABL Credit Agreements).

“ LLC Parent ”: as defined in the preamble hereto.

“ Loan ”: as defined in Section 2.1. Unless the context shall otherwise require, “Loan” shall include any Loans under the Incremental Loans.

“ Loan Documents ”: the collective reference to this Agreement, the Security Documents, the Notes (if any) and any Incremental Joinder Agreements.

“ Loan Increase ”: as defined in Section 2.21(a).

“ Loan Parties ”: the Parent Companies, the Borrowers and each Subsidiary Guarantor.

“ Make Whole Amount ” : with respect to any prepayment described in Section 2.7(a) of all or any portion of the Loans hereunder on or prior to December 1, 2015 , the sum of (i) the present value at such date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, of all interest that would accrue on the portion of such Loans being prepaid from such date to December 1, 2015 and (ii) 2.00% of the aggregate principal amount of the Loans prepaid.

“ Maintenance Capital Expenditures ”: for any period, an aggregate amount equal to $800 for each weighted average licensed bed of the Loan Parties during such period.

“ Master Leases ”: the collective reference to the Health Care REIT (Genesis) Lease, the Health Care REIT (Sun) Lease, the Sabra Lease and the Omega Lease.

“ Master Lease Intercreditor Agreements ”: the collective reference to the Health Care REIT Intercreditor Agreement, the Sabra Intercreditor Agreement and the Omega Intercreditor Agreement.

“ Material Master Lease ”: each Master Lease and each other facility master lease agreement entered into by Ultimate Parent or any of the Restricted Subsidiaries after the Closing Date if such facility master lease agreement represents greater than 5% of the licensed beds of the Loan Parties, taken as a whole.

“ Material Restricted Subsidiary ”: at any date of determination, any Restricted Subsidiary that would account for more than 5%, individually or 7.5%, with respect to one or more Restricted Subsidiaries in the aggregate, of the Consolidated Total Assets or gross revenue (as shown on the most recent financial statements of Ultimate Parent delivered pursuant to Section 5.1(a) or (b)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries on a Consolidated basis for such period, determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Domestic Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth above comprise in the aggregate more than 7.5% of the Consolidated Total Assets or the gross revenue (as shown on the most recent financial statements of Ultimate Parent delivered pursuant to Section 5.1(a) or (b)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries on a Consolidated basis for such period, determined in accordance with GAAP, then the Borrower Agent shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to Section 5.1(b), (x) designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as “Material Restricted Subsidiaries” so that Domestic Subsidiaries that are not Guarantors do not comprise more than 7.5% in the aggregate of the Consolidated Total Assets or the gross revenues (as shown on the most recent financial statements of Ultimate Parent delivered pursuant to Section 5.1(a) or (b)) of the Parent Companies, the Borrowers and the Restricted Subsidiaries on a Consolidated basis for such period, determined in accordance with GAAP and (y) comply with the provisions of Section 6.10 applicable to such Subsidiary.

“ Maturity Date ”: the earliest to occur of (i) December 4, 2017 and (ii) if at any time the facility under Skilled RE Credit Agreement or any successor facility thereto has a then-applicable maturity date prior to the date set forth in clause (i), the date that is 90 days prior to such then-applicable maturity date of the facility under the Skilled RE Credit Agreement or such successor facility, as applicable.

“ Medicaid ”: (a) the United States of America acting under Title XIX of the Social Security Act, (b) any state or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act, or (c) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Medical Services ”: medical and health care services, performed or provided by any Ultimate Parent or a Restricted Subsidiary to a Patient, which services include, general medical and health care services, physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, assisted living facility services, independent senior housing services, Alzheimer’s services, comprehensive inpatient and outpatient rehabilitation services, home health care services, hospice services, residential and outpatient behavioral healthcare services, and medical or health care equipment provided for a necessary or specifically requested valid and proper medical or health purpose and any other service approved by the Administrative Agent in its sole discretion.

“ Moody’s ”: Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event received by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries, net of broker’s fees and commissions, attorneys’ fees, accountants’ fees, investment banking fees, consulting fees, amounts (including premiums or penalties, if any) required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable fees and expenses (including legal fees and expenses) actually incurred by the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in connection therewith and net of Taxes paid or reasonably estimated to be payable by such Parent Company, such Borrower or such Restricted Subsidiary as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and any escrow or reserve for any adjustment in respect of the sale price of such asset or assets and indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of the applicable Asset Sale undertaken by the Parent Companies, the

Borrowers or the Restricted Subsidiaries or other liabilities in connection with such Asset Sale ( provided that upon release of any such escrow or reserve, the amount released shall be considered Net Cash Proceeds) and (b) in connection with any (i) Qualified Equity Issuance or (ii) issuance or sale of debt securities or instruments or the incurrence of Indebtedness, in each case, the cash proceeds received from such issuance or incurrence, net of transaction costs, attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions, placement fees and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith.

“ New Extending Lender ”: as defined in Section 2.22(c).

“ New Lender ”: as defined in Section 2.21(a).

“ Non-Excluded Taxes ”: as defined in Section 2.16(a).

“ Non-Extended Lender Loans ”: as defined in Section 2.22(b).

“ Non-Extended Loans ”: as defined in Section 2.22(b).

“ Non-Guarantor Subsidiary ”: any Restricted Subsidiary which is not a Subsidiary Guarantor.

“ Non-U.S. Lender ”: as defined in Section 2.16(d).

“ Note ”: any promissory note evidencing any Loan.

“ Notice of Intent to Cure ”: as defined in Section 7.16(b).

“ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans, and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, and all other obligations and liabilities of the Borrowers to the Administrative Agent, the Collateral Agent, or any Lender (or, in the case of Specified Hedge Agreements and Cash Management Documents of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries to the Administrative Agent, the Collateral Agent, any Lender, any Hedge Counterparty, Cash Management Counterparty, or any of their Affiliates), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Hedge Agreement, any Cash Management Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent, or any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise; other than Excluded Swap Obligations; provided that (a) obligations of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries under any Specified Hedge Agreement or Cash Management Document shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Specified Hedge Agreements or Cash Management Documents.

“ OFAC ”: the Officer of Foreign Assets Control of the United States Department of the Treasury.

“ Omega Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, General Electric Capital Corporation, as administrative agent under the ABL Credit Agreement, the Borrowers, Landlord (as defined therein) and Tenants (as defined therein).

“ Omega Lease ”: the consolidated amended and restated master lease agreement, dated as of December 1, 2012, by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement).

“ Omega Lease Consent and Amendment Agreement ”: the agreement to consent, dated as of June 20, 2012, by and among Lessor (as defined therein) and Lessee (as defined therein).

“ PATRIOT Act ”: the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ Parent ”: as defined in the preamble hereto.

“ Parent Company ”: Ultimate Parent, LLC Parent, Parent and Holdings.

“ Participant ”: as defined in Section 10.6(h).

“ Participant Register ”: as defined in Section 10.6(h)(ii).

“ Patient ”: any Person receiving Medical Services from Ultimate Parent or a Restricted Subsidiary and all Persons legally liable to pay Ultimate Parent or a Restricted Subsidiary for such services other than Insurers.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permitted Acquisition ”: as defined in Section 7.4(g).

“ Permitted Investor ”: collectively, (i) any Person that is a member of LLC Parent as of the Closing Date to the extent such Person, directly or indirectly, owns or controls 10% or more of LLC Parent as of the Closing Date and to the extent such Person has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations, (ii) GEN Management LLC or GEN Management Investors, LLC and to the extent each such entity has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC Healthcare Laws, and other similar regulations, or (iii) any successor of the foregoing pursuant to a Permitted Investor Transfer (which successors, to the extent such successors will, directly or indirectly, own or control 10% or more of any

Loan Party, must satisfy requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations).

“ Permitted Investor Transfer ” : one or more of the following, and, in the case of clauses (ii) and (iii) below, with the prior consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed (provided that Borrower Agent provides timely information reasonably requested by Administrative Agent with respect to such proposed transferee, including, without limitation, information with respect to OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations and activities):

(i) any Disposition by a Permitted Investor to another Permitted Investor;

(ii) any Disposition of a direct or indirect interest in LLC Parent (or, on or after the Second Amendment Date, Ultimate Parent) by a Permitted Investor to a family trust for estate planning purposes; provided that such Permitted Investor does not Transfer the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

(iii) any Disposition from any Permitted Investor of any direct or indirect interest in LLC Parent (or, on or after the Second Amendment Date, Ultimate Parent) to a Majority Controlled Affiliate, or the admission of a new member into a Permitted Investor, provided the Persons that had the power to direct or cause the direction of the management and policies of such Permitted Investor on the Closing Date retain such power over such Permitted Investor; or

(iv) the purchase by Health Care REIT, Inc. of certain ownership interests in LLC Parent (or, on or after the Second Amendment Date, Ultimate Parent) pursuant to that certain Amended and Restated Call and Exchange Agreement, dated as of May 25, 2012 (as may be amended, supplemented or otherwise modified from time to time).

being modified, refinanced, refunded, renewed or extended and (e) neither Ultimate Parent nor any Restricted Subsidiary shall be an obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed or extended except to the extent that such Person was such an obligor or guarantor in respect of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Pledged Securities ”: as defined in the Guarantee and Collateral Agreement.

“ Pledged Stock ”: as defined in the Guarantee and Collateral Agreement.

“ Primary License ”: with respect to any Healthcare Facility or Person operating such Healthcare Facility, as the case may be, the certificate of need, Permit or license to operate as an assisted living, skilled nursing or independent living facility; provided, however, that (A) the Required Approvals as defined in the Acquisition Agreement shall suffice as Primary Licenses where new Primary Licenses are being issued as a result of and following the Acquisition and until such new Primary Licenses are issued and (B) the Governmental Approvals, as defined in the Skilled Purchase Agreement shall suffice as Primary Licenses where new Primary Licenses are being issued as a result of and following the Skilled Acquisition and until such new Primary Licenses are issued.

“ Prime Rate ”: as defined in the definition of “ABR”.

“ Pro Forma Basis ”: for any period, with respect to the Transactions, the Skilled Transactions or any proposed acquisition, investment, distribution or any other action which requires compliance with any test or covenant hereunder, compliance as of the transaction date will be determined giving the following pro forma effect to the Transactions, the Skilled Transactions or such proposed acquisition investment, distribution or any such other action: (a) pro forma effect will be given to any Indebtedness incurred during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred on the transaction date as if the Indebtedness had been incurred on the first day of the relevant period; (b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedge Agreement applicable to the Indebtedness if the Hedge Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire relevant period; (c) Consolidated Interest Expense related to any Indebtedness no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the relevant period under this Agreement to the extent of the Loans in effect on the transaction date, will be excluded; and (d) pro forma effect will be given to (i) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries, and (ii) the acquisition or Disposition of companies, divisions or lines of businesses by Ultimate Parent and the Restricted Subsidiaries, including any acquisition or Disposition of a company, division or line of business since the beginning of the relevant period by a Person that became a Restricted Subsidiary after the beginning of the relevant period that have occurred since the beginning of the relevant period as if such events had occurred, and, in the case of any Disposition, the proceeds thereof applied, on the first day of the relevant period. For purposes of determining Consolidated Interest Expense, Consolidated Cash Interest Expense, Consolidated Fixed Charges, Consolidated Rental Expense, Consolidated EBITDA , Consolidated EBITDA R and Consolidated Net Income, any discontinuation of discontinued operations as defined under Financial Accounting Standards Board Accounting Standards Codification 205-20 occurring during the relevant period shall be given effect in accordance with that standard. To the extent that pro forma effect is to be given to an acquisition or Disposition of a company, division or line of business, the pro

forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available (including cost savings to the extent such cost savings would be consistent with the definition of “ Consolidated EBITDA ”).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Purchase Money Indebtedness ”: as defined in Section 7.1(d).

“ Purchasing Borrower Party ”: Ultimate Parent or any of its Subsidiaries that becomes an Assignee pursuant to Section 10.6(b).

“ Qualified Capital Stock ”: any Capital Stock that is not Disqualified Capital Stock.

“ Qualified Equity Issuance ”: any issuance by Ultimate Parent of its Capital Stock in a public or private offering or contribution to its capital (in each case, other than in the form of Disqualified Capital Stock).

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Parent Companies, the Borrowers, or any of the Restricted Subsidiaries, in an amount for each such event exceeding $1,500,000.

“ Refinanced Loans ”: as defined in Section 10.1(d).

“ Refinancing ”: as defined in the recitals hereto.

“ Register ”: as defined in Section 10.6(b)(iv).

“ Regulation T ”: Regulation T of the Board as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Regulation X ” Regulation X of the Board as in effect from time to time.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which a Loan Party has delivered a Reinvestment Notice.

useful in its (or such Restricted Subsidiary’s) business or in connection with a Permitted Acquisition or (y) Recovery Event to acquire or repair assets useful in its (or such Restricted Subsidiary’s) business or in connection with a Permitted Acquisition.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (i) the date occurring 180 days after such Reinvestment Event and (ii) with respect to any portion of a Reinvestment Deferred Amount, the date on which the Parent Companies, the Borrowers, or any of the Restricted Subsidiaries shall have determined not to acquire or repair assets useful in their or such Restricted Subsidiary’s business or in connection with a Permitted Acquisition with such portion of such Reinvestment Deferred Amount.

“ Replacement Loans ”: as defined in Section 10.1(d).

“ Representatives ”: as defined in Section 10.14.

“ Required Lenders ”: at any time, the holders of more than 50% of the sum of the aggregate unpaid principal amount of the Loans then outstanding.

“Required Prepayment Date”: as defined in Section 2.8(e).

“ Restricted Payment ” : any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock)) with respect to any Capital Stock of Ultimate Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Capital Stock in the Parent Companies, the Borrowers or any Restricted Subsidiary.

“ Restricted Subsidiary ”: any Subsidiary that is not an Unrestricted Subsidiary.

“ Sabra Lease ”: collectively, the Master Leases (as defined in the Sabra Lease Consent and Amendment Agreement), as the same may have been or may be amended, consolidated or otherwise modified.

“ Sabra Lease Consent and Amendment Agreement ”: the consent and agreement, dated as of June 20, 2012, by and among the Landlords (as defined therein) and the Genesis Borrower.

“ Sale and Lease-Back Transaction ”: any arrangement with any Person providing for the leasing by Ultimate Parent or any of the Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by Ultimate Parent or such Restricted Subsidiary to such Person or from any other Person to whom funds have been or are to be advanced by such Person based on a Lien on, or an assignment of, such property and rental obligations of Ultimate Parent or such Restricted Subsidiary.

“ S&P ”: Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Second Amendment ”: the Amendment No. 2 to this Agreement, dated as of September 25, 2014, by and among, inter alios , the Borrowers, LLC Parent, Parent, Holdings , the Lenders party thereto and the Administrative Agent.

“ Second Amendment Date ”: the Amendment No. 2 Effective Date (as defined in the Second Amendment) .

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Skilled Intercreditor Agreement, the Material Master Lease Intercreditor Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent purporting to grant a Lien on any Property of any Loan Party to secure the Obligations.

“ Skilled ABL Credit Agreement ”: the asset based revolving credit facility dated on or about the Second Amendment Date and substantially consistent with the terms set forth on the Skilled ABL Term Sheet (as defined in the Second Amendment) without giving effect to any modifications or amendments thereto that are materially adverse to the Lenders (in their capacity as such) without the consent of the Required Lenders.

“ Skilled ABL Loan Documents ”: has the meaning assigned to the term “Loan Documents” in the Skilled ABL Credit Agreement.

“ Skilled ABL Priority Collateral ”: the “Collateral” (as defined in the Skilled ABL Credit Agreement) that is subject to a first priority perfected security interest in favor of the agent and lenders under the Skilled ABL Credit Agreement.

“ Skilled Acquisition ”: the indirect acquisition of Ultimate Parent in accordance with the terms of the Skilled Purchase Agreement and the consummation of the transactions described therein.

“ Skilled HUD Credit Agreements ”: one or more credit agreements, by and among the Skilled HUD Entities as borrowers, one or more subsidiaries of Ultimate Parent as guarantors, certain other Persons party thereto as guarantors, the administrative agent party thereto, and the lenders party thereto.

“ Skilled HUD Entities ”: each of the subsidiaries of Ultimate Parent from time to time a party to the Skilled HUD Credit Agreements as a borrower.

“ Skilled Intercreditor Agreement ”: the intercreditor agreement dated as of the Second Amendment Date, among the Administrative Agent, the agent for the lenders under the Genesis ABL Credit Agreement, the agent for the lenders under the Skilled ABL Credit Agreement (the “Skilled ABL Agent”) and the agent for the lenders under the Skilled RE Credit Agreement (the “Skilled RE Agent”), in form and substance reasonably acceptable to the Collateral Agent and that provides, among other things, that the security interests of the Collateral Agent for the benefit of the Secured Parties in and to the Skilled ABL Priority Collateral, shall be junior and subordinate to the security interests in the Skilled ABL Priority Collateral granted in favor of the Skilled ABL Agent (which shall be first priority) and the Skilled RE Agent (which shall be second priority).

“ Skilled Loan Documents ”: collectively, the Skilled ABL Loan Documents and the Skilled RE Loan Documents.

“ Skilled Priority Collateral ”: collectively, the Skilled ABL Priority Collateral and the Skilled RE Priority Collateral.

“ Skilled Purchase Agreement ”: has the meaning assigned to the term “Purchase Agreement” in the Second Amendment.

“ Skilled RE Credit Agreement ”: the credit facility dated on or about the Second Amendment Date and substantially consistent with the terms set forth on the Skilled Real Estate Financing Term Sheet (as defined in the Second Amendment) without giving effect to any modifications or amendments thereto that are materially adverse to the Lenders (in their capacity as such) or on other terms that are not, taken as a

whole, materially less favorable to the Borrowers than those set forth in the Skilled Real Estate Financing Term Sheet, without the consent of the Required Lenders.

“ Skilled RE Loan Documents ”: has the meaning assigned to the term “Loan Documents” in the Skilled RE Credit Agreement.

“ Skilled RE Priority Collateral ”: assets acquired as part of the Skilled Acquisition pledged to secure the obligations under the Skilled RE Credit Agreement that are subject to a first priority perfected security interest in favor of the agent and lenders thereunder.

“ Skilled Transactions ”: collectively, (a) the Skilled Acquisition; (b) the execution and delivery of the Skilled Loan Documents and the incurrence of the obligations thereunder; and (c) the payment of all fees and expenses to be paid in connection with the foregoing.

“ Sold Entity or Business ”: as set forth in the definition of the term “Consolidated EBITDA”.

“ Specified Hedge Agreement ”: any Hedge Agreement (a) entered into by (i) Ultimate Parent or any of the Restricted Subsidiaries and (ii) any Hedge Counterparty at the time such Hedge Agreement was entered into, as counterparty and (b) that has been designated by the Borrowers, by notice to the Administrative Agent, as a Specified Hedge Agreement. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement.

“ Sponsor ”: Formation Capital LLC.

“ Subordinated Indebtedness ”: with respect to Obligations, any Indebtedness of any Loan Party that is by its terms subordinated in right of payment to any of the Obligations.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of Ultimate Parent; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a director’s “qualifying share” of the former Person shall be deemed to be outstanding.

“ Subsidiary Guarantors ”: each Subsidiary listed on Schedule 1.1A, and each other Restricted Subsidiary that is or becomes a party to this Agreement pursuant to Section 6.10 or the Second Amendment.

“ Subsidiary Redesignation ”: as defined in the definition of “Unrestricted Subsidiary”.

“ Sun Borrower ”: as defined in the preamble hereto.

“ Syndication Agent ”: General Electric Capital Corporation.

“ Tax Affiliate ”: (a) the Borrowers and (b) any Affiliate of any Borrower with which such Borrower files or is eligible to file consolidated, combined or unitary Tax Returns.

“ Tax Distributions ” : as defined in Section 7.6(a).

“ Tax Return ”: as defined in Section 3.7.

“ Third-Party Payor Programs ”: Medicare, Medicaid, TRICARE, Blue Cross/Blue Shield or any other public program or private commercial insurance, managed care, or employee assistance program providing reimbursement or coverage for Medical Services and with which Ultimate Parent or any of its Subsidiaries has entered into a participation agreement, provider agreement, or similar arrangement for coverage of eligible Patients.

“ Treasury Rate ” : with respect to any date of determination, the yield to maturity at such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date to the first anniversary of the Closing Date; provided, however, that if the period from such date to the first anniversary of the Closing Date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained using the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year.

“ TRICARE ” means (a) the United States of America acting under TRICARE, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ Trigger Date ”: as defined in Section 2.8(b).

“ Type ”: as to any Loan, its classification as an ABR Loan or a Eurodollar Loan.

“ UCC ”: the Uniform Commercial Code of the State of New York, as in effect on the date hereof.

“ Ultimate Parent ”: Skilled Healthcare Group, Inc., a Delaware corporation.

“ United States ”: the United States of America.

“ Unrestricted Subsidiary ”: (a) any Subsidiary of Ultimate Parent designated by the Borrower Agent as an Unrestricted Subsidiary hereunder on Schedule 1.1B or by written notice to the Administrative Agent; provided that the Borrower Agent shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary so long as (i) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing and (y) Ultimate Parent and the Restricted Subsidiaries shall be in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party, (iii) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Ultimate Parent therein at the date of designation in an amount equal to the fair market value as determined by Ultimate Parent in good faith of Ultimate Parent or its Subsidiary’s (as applicable) Investment therein, (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (v) the Borrower Agent shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of Ultimate Parent, certifying compliance with the requirements of preceding clauses (i) through (iv), and (b) any Subsidiary of an Unrestricted Subsidiary. The Borrower Agent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided that (A) immediately after such designation, no Default shall have occurred and be continuing and (B) the Borrower Agent shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of Ultimate Parent, certifying compliance with the requirements of preceding clause (A); provided , further , that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted

Subsidiary. In no case shall any Borrower or any Parent Company be permitted to be designated as an Unrestricted Subsidiary.

“ U.S. Lender ”: as defined in Section 2.16(e).

“ Ventas ”: Ventas, Inc., a Delaware corporation.

“ Waivable Mandatory Prepayment ”: as defined in Section 2.8(e).

election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.” To the extent that any provision of this Agreement requires or tests compliance with (or with respect to) the Financial Condition Covenants prior to the date that such covenants are first tested, such provision shall be deemed to refer to the first covenant level set forth in each applicable Financial Condition Covenant.

(e) The term “license” shall include sub-licenses.

(f) The term “lease” shall include sub-leases.

(g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.2 [ Reserved ] .

2.3 Procedure for Loan Borrowing . The Borrower Agent shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit A-1 hereto, (which notice must be received by the Administrative Agent not later than 3:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date or, in the case the Loans on the Closing Date shall be Eurodollar Loans, three Business Days prior to the anticipated Closing Date) requesting that the Lenders make the Loans on the Closing Date and specifying (i) the aggregate principal amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether such Loans being incurred are to be made as ABR Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period applicable thereto and (iv) the appropriate Borrower or Borrowers. Upon receipt of such borrowing notice the

Administrative Agent shall promptly notify each Lender thereof. Not later than 10:00 A.M., New York City time, on the Closing Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Loan or Loans to be made by such Lender.

Date of Payment	Amount of Loan Payment
December 31, 2012	$	2,708,333.33
March 31, 2013	$	4,062,500
June 30, 2013	$	4,062,500
September 30, 2013	$	4,062,500
December 31, 2013	$	4,062,500
March 31, 2014	$	4,062,500
June 30, 2014	$	4,062,500
September 30, 2014	$	4,062,500
December 31, 2014	$	4,062,500
March 31, 2015	$	4,062,500
June 30, 201 5	$	4,062,500
September 30, 201 5	$	4,062,500
December 31, 201 5	$	4,062,500
March 31, 201 6	$	4,062,500
June 30, 201 6	$	4,062,500
September 30, 201 6	$	4,062,500
December 31, 201 6	$	4,062,500
March 31, 201 7	$	4,062,500
June 30, 201 7	$	4,062,500
September 30, 201 7	$	4,062,500
Maturity Date	$	245,104,166.67

2.6 Fees, etc . Each Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements.

2.8 Mandatory Prepayments . (a) If any Indebtedness (other than any Indebtedness permitted to be incurred in accordance with Section 7.1 ) shall be incurred by the Parent Companies , the Borrowers or any of the Restricted Subsidiaries, the Borrowers shall pay an amount equal to 100% of the Net Cash Proceeds of such Indebtedness within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14.

(b) If on any date any of the Parent Companies , the Borrowers or any of the Restricted Subsidiaries shall for its own account receive Net Cash Proceeds from any Asset Sale (other than any Asset Sale that is of (i) ABL Priority Collateral (as defined in the Intercreditor Agreement) or (ii) Skilled Priority Collateral) in excess of an aggregate amount of $5,000,000 per fiscal year or any Recovery Event (other than any Recovery Event that is of (i) ABL Priority Collateral (as defined in the Intercreditor Agreement) or (ii) Skilled Priority Collateral ) in excess of an aggregate amount of $5,000,000 per fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrowers shall pay an amount equal to 100% of such Net Cash Proceeds within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14; provided that notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14 and (ii) on the date (the “ Trigger Date ”) that is 180 days after any such Reinvestment Prepayment Date, an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14.

(c) If, for any fiscal year of Ultimate Parent (or, in the case of any fiscal year prior to the fiscal year in which the Second Amendment Date occurs, as applicable, the Borrowers) there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date thereafter, pay an amount equal to the Excess Cash Flow Percentage of such Excess Cash Flow to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14. Each such payment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than five Business Days after the date financial statements are required to be delivered pursuant to Section 5.1(b); provided that, notwithstanding the foregoing, any Excess Cash Flow of Ultimate Parent for any fiscal year prior to the fiscal year in which the Skilled Acquisition occurs, as applicable, shall be excluded when calculating the amount of such payment.

(d) Amounts to be applied in connection with prepayments pursuant to Section 2.8 shall be applied to the Obligations in accordance with Section 2.14.

(e) Anything contained herein to the contrary notwithstanding, so long as any Loans are outstanding, in the event the Borrowers are required to make any mandatory prepayment under Section 2.8(b) or (c) (each, a “Waivable Mandatory Prepayment”), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrower Agent shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower Agent and the Administrative Agent of its election to do so on or before two Business Days prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower Agent and the Administrative Agent of its election to exercise such option on or before two Business Day s prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount

shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied in accordance with Section 2.14), and (ii) to the extent of any excess, to the Borrowers for working capital and general corporate purposes.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

2.13 Inability to Determine Interest Rate . If prior to the first day of any Interest Period for any Eurodollar Loan:

In the case of the Administrative Agent:

Bank Name: Barclays Bank PLC

Address: 70 Hudson Street
Jersey City, NJ 07302

ABA #: 026 002 574

Account #: Clad Control Account

Account Name: 050-019104

any amounts owing under this paragraph shall be presumptively correct in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall give notice of such fact to the Borrower Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower Agent. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.

first , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such;

finally , the balance, if any, after all Obligations have been paid in full, to the Borrowers or as otherwise required by Law ;

(i) Prepayment Premium . (a) If any voluntary prepayment of principal of Loans is made pursuant to Section 2.7(a) (and, for the avoidance of doubt, not with respect to any mandatory prepayment of principal of Loans pursuant to Section 2.8 or any prepayment of loans under any ABL Credit Facility), the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Lender with Loans that are so prepaid, or any Lender so replaced, a fee in an amount equal to (1) after the First Amendment Date and on or prior to December 1, 2015, the Make Whole Amount, (2) if after December 1, 2015 and on or prior to December 1, 2016, 2.00% of the aggregate principal amount of the Loans prepaid and (3) if after December 1, 2016 and on or prior to December 1, 2017, 1.00% of the aggregate principal amount of the Loans prepaid, in each case, along with any fees due and payable.

(b) Notwithstanding anything in clause (a) above to the contrary, if any voluntary prepayments of principal of the Loans is made pursuant to Section 2.7(a) after the First Amendment Date and on or prior to December 1, 2015 (up to, but not to exceed, 35% of the aggregate principal amount of the Loans outstanding on the First Amendment Date) with the Net Cash Proceeds received after the First Amendment Date from any Excluded Issuance, the Borrowers shall pay a fee with respect to such voluntary prepayments equal to 7.00% of the aggregate principal amount of the Loans prepaid.

effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Obligations.

which the related participation shall have been purchased) (i) two accurate and complete original, signed copies of IRS Form W-8ECI, W-8EXP, W-8BEN (claiming benefits under an applicable treaty) or W-8IMY (together with any applicable underlying forms), whichever is applicable, (ii) in the case of a Non-U.S. Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit F and two accurate and complete original, signed copies of IRS Form W-8BEN, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such Non-U.S. Lender. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (h). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Administrative Agent.

(k) The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

2.20 Replacement of Lenders . The Borrowers shall be permitted to replace with a financial institution any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.15, 2.16 or 2.17 (to the extent a request made by a Lender pursuant to the operation of Section 2.17 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.18, (b) defaults in its obligation to make Loans hereunder, or (c) that has refused to consent to any waiver or amendment with respect to any Loan Document that requires the consent of each Lender directly affected thereby or of each Lender and has been consented to by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iii) the Borrowers shall be liable to such replaced Lender under Section 2.17 (as though Section 2.17 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 10.6(b), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6, (vi) the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution shall consent to such amendment or waiver and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

excess of that amount. Notwithstanding anything to the contrary herein, the Incremental Commitments shall not exceed, $75,000,000. Each such notice shall specify (A) the date (each, an “ Increased Amount Date ”) on which the Borrower Agent proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each existing Lender or other Person that is an Assignee (each, a “ New Lender ,” as applicable) to whom the Borrower Agent proposes any portion of such Incremental Commitments, be allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (y) the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent would be required under Section 10.6 for an assignment of Loans or Commitments to such Person and (z) any Affiliated Lender providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 10.6(c) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on or prior to such Increased Amount Date after giving effect to such Incremental Commitments; (2) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “ Incremental Joinder Agreement ”) executed and delivered by the Borrowers, the New Lender, and the Administrative Agent, or another form of incremental amendment, each of which shall be recorded in the Register; (3) Ultimate Parent shall be in pro forma compliance with the Financial Condition Covenants, and in any event, after giving effect to any acquisitions, Dispositions or repayments of Indebtedness during the relevant determination period or simultaneously with the borrowing of the Incremental Loans; (4) the Consolidated Senior Secured Leverage Ratio of Ultimate Parent and the Restricted Subsidiaries shall be less than 2.25 to 1.00 calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, (5) the Borrowers shall pay, or cause to be paid, all fees and expenses owing in respect of such Incremental Loans to the Administrative Agent, the Collateral Agent and the Lenders, (6) the representations and warranties of the Parent Companies , the Borrower s and their respective Subsidiaries set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified as to materiality, in all respects) on and as of such Increased Amount Date as if made on and as of such date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date) and (7) the Administrative Agent shall have received such legal opinions and other documents reasonably requested by the Administrative Agent in connection therewith.

(d) The terms, provisions and documentation of the Incremental Loans and Incremental Commitments, as the case may be, of any tranche shall be as agreed between the Borrowers and the New Lenders, providing such Incremental Loans and Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Loans, shall be reasonably satisfactory to Administrative Agent. In any event:

(ii) the final maturity date of any tranche of the Incremental Loans shall be no earlier than the original Maturity Date;

(iii) in the case of a Loan Increase, any Incremental Loans shall be on the same terms and pursuant to the same documentation as the Loans increased thereby;

demonstrate that the Lien granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the extension or establishment of any such Loans or any such Commitments.

to the prior written approval of the Administrative Agent to the extent such approval is required pursuant to Section 10.6. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to extend any of its Commitments and any election to do so shall be in the sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date five (5) Business Days prior to the date on which the Borrower Agent proposes that the Extended Lender Loans shall be effective (which such date shall be at least 15 Business Days after the date the Borrower Agent has provided the applicable Extension Request) shall be deemed to have declined to extend its Commitments.

(d) Loans whose maturity is extended pursuant to this Section are referred to as “ Extended Lender Loans ”.

deal exclusively with the Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon and enforceable against it.

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 Corporate Existence; Compliance with Law . (a) Except as set forth on Schedule 3.1(a) , each Loan Party and each of its Restricted Subsidiaries (i) is duly and solely organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing w ould not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under a Lease or sublease , as applicable, and to conduct its business as now or currently proposed to be conducted, except where the failure to do so w ould not reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with all applicable Requirements of Law and Healthcare Laws, except where the failure to be in compliance w ould not reasonably be expected to have a Material Adverse Effect, and (v) has all necessary Permits and Primary Licenses from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits and Primary Licenses, make such filings or give such notices, in the aggregate, c ould not reasonably be expected to have a Material Adverse Effect.

revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Third-Party Payor Program , to which any Loan Party or any Restricted Subsidiary may presently be subject, except as c ould not reasonably be expected to have a Material Adverse Effect.

(e) With respect to any Healthcare Facility, except as set forth on Schedule 3.1(e ), no Healthcare Facility currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Healthcare Facility, any Loan Party, any Subsidiary or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority, and there have been no violations threatened in writing against any Healthcare Facility’s, or any Loan Party’s or any Subsidiary’s certification for participation in applicable Third-Party Payor Programs that remain open or unanswered except to the extent same could not reasonably be expected to have a Material Adverse Effect and, with respect to any Healthcare Facility’s or any Loan Party’s certificate for participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower.

expected to have a Material Adverse Effect and, with respect to any such open audit in respect of Medicare or Medicaid (other than customary audit rights pursuant to Medicare or Medicaid), could reasonably be expected to adversely affect one or more Healthcare Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the Genesis Borrower. No Loan Party nor any Subsidiary (i) has received federal funds authorized under the Hill-Burton Act (42 U.S.C. 291, et seq. ), as it may be amended or (ii) is a participant in any federal or state program whereby any governmental agency may have the right to recover funds by reason of the advance of federal or state funds.

the financial condition of LLC Parent and its Subsidiaries or the Sun Borrower and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. Schedule 3.3 sets forth all M aterial Indebtedness of LLC Parent and its C onsolidated Subsidiaries and the Acquired Business and its C onsolidated Subsidiaries as of the date of such financial statements.

3.4 Material Adverse Effect . Since December 31, 201 2 , there has been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party or any Restricted Subsidiary from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

3.12 ERISA . (a) Schedule 3.12(a) sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (i) all Title IV Plans and (ii) all Multiemployer Plans. Each Benefit Plan and Multiemployer Plan , and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or (to the knowledge of any Loan Party) investigation involving any Benefit Plan and, to the knowledge of any Loan Party, Multiemployer Plan, to which any Loan Party or any Restricted Subsidiary incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date,

no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. Except for such liabilities that would not, in the aggregate, have a Material Adverse Effect, no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal, as of the Closing Date, from any Multiemployer Plan.

Party or any Restricted Subsidiary, ( y ) no judgment or order rendered by any competent Governmental Authority, and ( z ) no settlement agreement or similar Contractual Obligation entered into by any Loan Party or any Restricted Subsidiary, in each case, with respect to Intellectual Property owned by any Loan Party or any Restricted Subsidiary and/or based on a claim of infringement, misappropriation, dilution, violation or impairment or contest of Intellectual Property owned by a third party , and no Loan Party knows of any valid bases for any such claim.

3.17 Patriot Act; OFAC . (a) To the extent applicable, each Loan Party and its Subsidiaries are in compliance in all material respects with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

3.18 No Default . No Default or Event or Default has occurred and is continuing.

3.22 Security Documents . (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal and valid security interest (with the priority specified in the Intercreditor Agreement) in the Collateral as provided in the Guarantee and Collateral Agreement described therein (including any proceeds of any item of Collateral) , subject to no Liens other than Permitted Liens . In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.22(a) (which financing statements have been duly completed and delivered to the Collateral Agent), recordation of the security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office or the Copyright Office , and such other filings as are specified on Schedule 3.22(a) are made, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (solely to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 3.22(a) , the recordation of the security interest of the Collateral Agent on behalf of the Secured Parties in the United States Patent and Trademark Office and the other filings specified on Schedule 3.22(a) , and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.2).

(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.2).

SECTION 4. CONDITIONS PRECEDENT

(d) Consummation of the Refinancing; Extinguishment of Liens . On or prior to the Closing Date and concurrently with the incurrence of the Loans, Indebtedness under the Existing Sun Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon and all commitments thereunder shall have been terminated and all liens securing the obligations under the Existing Sun Credit Agreement shall have been terminated (or arrangements reasonably satisfactory to the Administrative Agent for such termination shall have been made). The Parent Companies, the Borrower and its Restricted Subsidiaries shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than under the Facility and the other Indebtedness permitted by Sections 7.1(a), (f), (j) and (k).

(e) Solvency Certificate . The Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of LLC Parent , substantially in the form of Exhibit G hereto.

(g) Closing Certificate . The Administrative Agent shall have received a certificate of each of the Parent Companies, the Borrowers and each Subsidiary Guarantor dated the Closing Date, substantially in the form of Exhibit D , with appropriate insertions and attachments.

(i) Financial Statements . The Administrative Agent shall have received (i) audited Consolidated balance sheets of LLC Parent and the Sun Borrower, respectively, and the related statements of income, changes in equity and cash flows of LLC Parent and the Sun Borrower, respectively, for the three most recently completed fiscal years, (x) in the case of LLC Parent, ended at least 90 days before the Closing Date and (y) in the case of the Sun Borrower, ended at least 75 days before the Closing Date and (ii) unaudited Consolidated balance sheets and related statements of income, changes in equity and cash flows of LLC Parent and the Sun Borrower, respectively, for each subsequent fiscal quarter after December 31, 2011, (x) in the case of LLC Parent, ended at least 45 days before the Closing Date and (y) in the case of the Sun Borrower, ended at least 40 days before the Closing Date.

(j) Pro Forma Financial Statements . The Administrative Agent shall have received a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of the Parent Companies, the Borrowers and their respective Restricted Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(o) Company Material Adverse Effect . (x) Since December 31, 2011 through June 20, 2012, no event, change, circumstance, development, occurrence, condition, effect or state of facts that has occurred has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) since June 20, 2012, there shall have been no event, change, circumstance, development, occurrence, condition, effect or state of facts that, individually or in the aggregate, has had and continues to have, or would reasonably be expected to have, a Company Material Adverse Effect.

(p) Master Lease Material Adverse Effect . The Master Leases (including the Health Care REIT Lease Consent and Amendment Agreement, the Omega Lease Consent and Amendment Agreement, and the Sabra Lease Consent and Amendment Agreement) shall not have been modified in any manner that would reasonably be expected to (i) materially adversely affect the tenant or the tenant’s business or (ii) materially adversely affect the rights of the Lenders as provided in Master Lease Intercreditor Agreements; it being understood that any amendments made to (a) the Health Care REIT (Sun) Lease in connection with the transactions contemplated by Section 1(b) of the Health Care Lease Consent and Amendment Agreement and (b) the Sabra Lease in connection with the transactions contemplated by Sections 1(d) and 1(e) of the Sabra Lease Consent and Amendment Agreement, in each case, shall be deemed not to materially adversely affect such tenant or such tenant ’ s business or the Master Lease Intercreditor Agreements.

(r) Fees . All fees and reasonable out-of-pocket expenses, to the extent invoiced at least 1 Business Day prior to the Closing Date, shall have been paid.

(s) Representations and Warranties . On the Closing Date, each of the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all respects.

(t) Borrowing Notice . The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 2.3 and substantially in the form of Exhibit A-1 hereto.

SECTION 5. REPORTING COVENANTS

Each of Ultimate Parent and the Borrowers (on behalf of itself and each of the Subsidiaries) hereby agrees that, beginning on the Closing Date and so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or any Agent hereunder (other than contingent or indemnification obligations not then asserted or due), the Parent Companies and the Borrowers shall and (to the extent relevant) shall cause each of the Restricted Subsidiaries to:

5.1 Financial Statements . Deliver to the Administrative Agent each of the following:

(a) Quarterly Reports . As soon as available, and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the C onsolidated unaudited balance sheet of LLC Parent and its Subsidiaries (or, in the case of any such fiscal quarter ending on or after the Second Amendment Date, Ultimate Parent and its Subsidiaries) in each case, as of the close of such fiscal quarter and related C onsolidated statements of income and cash flow for such fiscal quarter and that portion of the fiscal year ending as of the close of such fiscal quarter, setting forth in comparative form the figures for the corresponding period in the prior fiscal year and the figures contained in the latest projections, in each case certified by a Responsible Officer of LLC Parent ( or, in the case of any such fiscal quarter ending on or after the Second Amendment Date, Ultimate Parent) in each case, as fairly presenting in all material respects the C onsolidated financial position, results of operations and cash flow of LLC Parent and its Subsidiaries, or Ultimate Parent and its Subsidiaries, as applicable, in each case, as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments. The financial statements delivered under this clause (a) shall include an unaudited schedule reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any).

(b) Annual Reports . As soon as available, and in any event within 120 days after the end of each fiscal year, the Consolidated balance sheet of LLC Parent and its Subsidiaries ( or, in the case of any such fiscal year ending on or after the Second Amendment Date, Ultimate Parent and its

Subsidiaries) in each case, of the end of such year and related C onsolidated statements of income, stockholders’ equity and cash flow for such fiscal year, each prepared in accordance with GAAP, together with a certification by LLC Parent’ s ( or, in the case of any such fiscal year ending on or after the Second Amendment Date, Ultimate Parent’s) in each case, nationally-recognized independent registered public accountants that such Consolidated financial statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of LLC Parent and its Subsidiaries, or Ultimate Parent and its Subsidiaries, as applicable, in each case, as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification. The financial statements delivered under this clause (b) shall include an unaudited schedule reflecting the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any).

(c) Compliance Certificate . Together with each delivery of any financial statement pursuant to clause (a) or (b) above, a Compliance Certificate substantially in the form attached hereto as Exhibit C , duly executed by a Responsible Officer of LLC Parent ( or, in the case of any such fiscal quarter or fiscal year ending on or after the Second Amendment Date, Ultimate Parent) in each case, that, among other things, (i) shows in reasonable detail the calculations used in determining each financial covenant, (ii) demonstrates compliance with each Financial Condition Covenant that is tested at least on a quarterly basis and (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrowers propose to take with respect thereto.

(d) Projections . As soon as available, but in any event not later than 30 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2013), a reasonably detailed Consolidated budget for the following fiscal year in a form reasonably acceptable to the Administrative Agent including a projected Consolidated balance sheet of the Parent Companies, the Borrowers and the Restricted Subsidiaries as of the end of the following fiscal year and the related Consolidated statements of projected cash flows and projected income.

(f) Audit Reports, Management Letters, Etc . Together with each delivery of any financial statement for any fiscal year pursuant to clause (b) above, copies of each management letter, audit report or similar letter or report received by LLC Parent ( or, in the case of any such fiscal year ending on or after the Second Amendment Date, Ultimate Parent) in each case, from any independent registered certified public accountant (including LLC Parent’ s accountants or Ultimate Parents’ accountants, as applicable) in connection with such financial statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of LLC Parent ( or, in the case of any such fiscal year ending on or after the Second Amendment Date, Ultimate Parent) in each case, as part of the Compliance Certificate delivered in connection with such financial statements.

including a representation that all improvements on any parcel of real property that are within a special flood hazard area as defined under the U.S. Flood Disaster Protection Act of 1973, as amended or as a wetlands area by any governmental entity having jurisdiction over any real property, are covered by flood insurance, together with such other related documents and information as the Administrative Agent may require.

Information required to be delivered pursuant to Sections 5.1(a), 5.1(b) and 5.1(e) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the website of the SEC at http://www.sec.gov; provided that, for the avoidance of doubt, LLC Parent or Ultimate Parent, as applicable, shall be required to provide copies of the compliance certificates required by clause (c) of this Section 5.1 to the Administrative Agent.

5.2 Other Events . Give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 5 days after any Responsible Officer of any Loan Party knows or has reason to know of it: (a)(i) any Default under this Agreement, any Material Master Lease and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event reasonably expected to result in a mandatory payment of the Obligations pursuant to the ABL Credit Agreements, including without limitation any Recovery Event over $1,500,000, which notice shall state the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) any potential, threatened or existing material litigation or material proceeding against, or material investigation by or before any Governmental Authority of (or any agent, contractor, employee, designee of any Governmental Authority, including any private contractors retained by and/or acting on behalf of any Governmental Authority), any Loan Party, any Restricted Subsidiary or any Healthcare Facility, that could reasonably be expected to have a Material Adverse Effect, or to materially and adversely affect the right to operate any Healthcare Facility, (d) to the extent not already disclosed, the entering into any Material Master Lease, and (e) the closing of, or loss or non-renewal (or written threat of loss) of Primary License related to, any Healthcare Facility, or withdrawal from Medicare, Medicaid or TRICARE or any of the next five largest Third-Party Payor Programs based on the reimbursements from such Third-Party Payor Programs to Ultimate Parent and its Subsidiaries on a Consolidated basis.

5.4 Environmental Matters . (a) Provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event no later than 1 4 days after any Responsible Officer of any Loan Party knows of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Loan Party of any written notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any

material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in a Material Adverse Effect , and (ii) the receipt by any Loan Party of notification that any property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities.

SECTION 6. AFFIRMATIVE COVENANTS

Each of the Parent Companies and the Borrowers (on behalf of itself and each of their Restricted Subsidiaries) hereby agrees that, beginning on the Closing Date and so long as the Commitments remain in effect or any Loan or other amounts owing to any Lender or any Agent hereunder (other than contingent or indemnification obligations not then asserted or due), the Parent Companies and the Borrowers shall and (to the extent relevant) shall cause each of their Restricted Subsidiaries to:

(f) Make all payments and otherwise perform all obligations in respect of all Material Master Leases to which Ultimate Parent or any of its Restricted Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated other than in accordance with their terms or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Restricted Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, w ould not be reasonably likely to have a Material Adverse Effect.

necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) or to make such necessary or appropriate filings above that would not, in the aggregate, have a Material Adverse Effect.

6.7 Access to Books and Property . Permit the Administrative Agent (and, after an Event of Default, the Lenders and any Related Person of any of them accompanying the Administrative Agent) at any reasonable time during normal business hours and with reasonable advance notice to the Borrower Agent (during the continuance of an Event of Default, 1 Business Day shall be deemed to be reasonable advance notice) to (a) visit and inspect the property of each Loan Party and each Restricted Subsidiary and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Loan Party and each Restricted Subsidiary, (b) discuss the affairs, finances and accounts of such Loan Party or such Restricted Subsidiary with any officer or director of any Loan Party or any Restricted Subsidiary and (c) communicate with an officer of any Loan Party or any Restricted Subsidiary and upon receipt of prior approval, directly with any registered certified public accountants (including Ultimate Parent’s accountants) of any Loan Party or any Restricted Subsidiary; provided , that, excluding any such visits and inspections during the continuation of an Event of Default the Administrative Agent and the Lenders shall not exercise such rights more than one time (in the aggregate) in any calendar year. Each Loan Party and each Restricted Subsidiary shall authorize their respective registered certified public accountants (including Ultimate Parent’s accountants) to communicate directly with the Administrative Agent, the Lenders, their respective Related Persons and such officer contemporaneously, and to disclose to the Administrative Agent, the Lenders and their respective Related Persons all financial statements and other documents and information as they might have and are available to a Loan Party or a Restricted Subsidiary and the Administrative Agent or any Lender reasonably requests with respect to any Loan Party or any Restricted Subsidiary. The Administrative Agent and the Lenders shall give the Parent Companies and the Borrower s the opportunity to participate in any discussions with Ultimate Parent’s independent public accountants.

6.8 Environmental . Comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws

(including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if the Administrative Agent at any time has a reasonable basis to believe that there exist material violations of Environmental Laws by any Loan Party or that there exist any material Environmental Liabilities, in each case, then each Loan Party shall promptly upon receipt of request from the Administrative Agent, cause the performance of environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. In the event (a) the Loan Party does not commence such work within thirty (30) days of such request and diligently pursue such work or (b) there is an Event of Default, the Administrative Agent, upon written notice to such Loan Party, shall have access to such real property to undertake the work, provided, that the Administrative Agent shall only be allowed to do so under the following conditions: (i) that it provide written notice at least five (5) business days in advance prior to the intended entrance onto the real property; (ii) that the work be conducted during normal business hours; (iii) that the Administrative Agent indemnify and hold harmless said Loan Party for any damages or losses resulting from the performance of the work by the Administrative Agent or its representatives; (iv) that the Administrative Agent ensure that the real property is restored to its pre-work condition, including, without limitation, restoring any surfaces that were disturbed during the performance of the work and properly closing any wells or boreholes installed during the performance of the work; and (v) abiding by all other health and safety requirements of the Loan Party that would typically be imposed on a visitor to the real property. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

6.10 Additional Collateral, etc . (a) Subject to the Skilled Intercreditor Agreement (if applicable), with respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party that is required by the terms of this Agreement and the other Loan Documents to become Collateral (other than any property subject to a Lien expressly permitted by Section 7.2(c) and any Skilled RE Priority Collateral) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, except as otherwise provided in the Security Documents promptly, but in any case within 45 days (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property (with the priority specified in the Intercreditor Agreement and the Skilled Intercreditor Agreement) and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by the Intercreditor Agreement and the Skilled Intercreditor Agreement) in such property (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such property as of the Closing Date), including, without limitation, the filing of UCC financing statements in

such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.

(b) Subject to the Skilled Intercreditor Agreement (if applicable), with respect to any fee owned real property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.2(c), (i), (o) or (p) ; provided , however, that with respect to Liens permitted by Section 7.2(c) or (i), this exception shall apply to the extent such Liens expressly restrict the granting of a Mortgage ) (i) within 45 days of such acquisition, give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent promptly thereafter execute and deliver a Mortgage (subject to Liens permitted by Section 7.2) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such real property ( provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

anything to the contrary in this Section 6.10(c), the provisions of this Section 6.10(c) shall not apply to any Material Restricted Subsidiary that is a HUD Sub-Facility Entity or a Skilled HUD Entity.

(d) With respect to any new Foreign Subsidiary directly owned by a Parent Company, the Borrowers or a Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 45 days of such acquisition (which period may be extended by the Administrative Agent in its sole discretion), (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement and the Skilled Intercreditor Agreement) in the Capital Stock of such new Subsidiary that is owned by such Loan Party ( provided that (x) in no event shall more than 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary treated as a controlled foreign corporation for U.S. federal income tax purposes be required to be so pledged and (y) 100% of non-voting stock of any Foreign Subsidiary, if any, shall be required to be so pledged) and (ii) to the extent permitted by applicable law, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary in the reasonable opinion of the Collateral Agent, to perfect or ensure appropriate priority of the Lien of the Collateral Agent thereon.

6.12 Further Assurances . Maintain the security interest created by the Security Documents as a perfected security interest having at least the priority specified in the Intercreditor Agreement and the Skilled Intercreditor Agreement (to the extent such security interest can be perfected through the filing of UCC-1 financing statements, the Intellectual Property filings to be made pursuant to Schedule 4 of the Guarantee and Collateral Agreement, the execution of control agreements, or the delivery of Pledged Securities required to be delivered under the Guarantee and Collateral Agreement), subject to the rights of the Loan Parties under the Loan Documents to Dispose of the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby.

outstanding Indebtedness for borrowed money of Ultimate Parent and the Restricted Subsidiaries being effectively subject to a fixed interest rate for the period ending on the second anniversary of the Closing Date.

SECTION 7. NEGATIVE COVENANTS

Each of the Parent Companies and the Borrowers (on behalf of itself and each of their Restricted Subsidiaries) hereby agree that, beginning on the Closing Date and so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Agents hereunder (other than contingent or indemnification obligations not then asserted or due), the Parent Companies and the Borrowers shall not, and shall not permit any of their Restricted Subsidiaries to:

7.1 Indebtedness . Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing on the date hereof and set forth in Schedule 7.1 , and any Permitted Refinancing thereof;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of Ultimate Parent and the Restricted Subsidiaries to the extent permitted by Section 7.4(c); provided that (i) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Restricted Subsidiary that is not a Subsidiary Guarantor to a Parent Company, a Subsidiary Guarantor or the Borrowers which exceeds $5,000, individually, or $1,000,000, in the aggregate, shall be evidenced by a promissory note (which shall be substantially in the form of Exhibit M hereto) with customary subordination provisions, (ii) each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Subsidiary that is a Borrower, to the extent required to be pledged under the Security Agreement, shall be evidenced by a promissory note, and (iii) each such promissory note under clause (ii) hereof shall be pledged to the Collateral Agent pursuant to the Security Agreement to the extent required thereby;

(d) Indebtedness of Ultimate Parent or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals, replacements, modifications, refundings and refinancing of any such Indebtedness that do not increase the outstanding principal amount thereof (other than to the extent of any premiums, interest or costs and expenses incurred in connection therewith) (“ Purchase Money Indebtedness ”); provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness

permitted by this Section 7.1(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.1(e), shall not exceed $35,000,000 at any time outstanding;

(f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by Ultimate Parent or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

(g) Indebtedness assumed in connection with a Permitted Acquisition and any Permitted Refinancing thereof; provided that (i) such Indebtedness is not incurred in contemplation of, or in connection with, such Permitted Acquisition, (ii) both immediately prior and after giving effect thereto, no Event of Default shall exist or result therefrom, (iii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such incurrence had occurred as of the first day of such period shall be 0.25:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14 and (iv) Ultimate Parent shall have delivered to the Administrative Agent a certificate of a Responsible Officer to the effect set forth in clauses (ii) and (iii) above setting forth reasonably detailed calculations demonstrating compliance with subclauses (ii) and (iii) above;

(h) unsecured Indebtedness of Ultimate Parent or any of the Restricted Subsidiaries, so long as at the time of the incurrence thereof and after giving effect thereto, the Consolidated Total Leverage Ratio shall be less than 2.50 to 1.00 calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, and Permitted Refinancings thereof; provided , that such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the Maturity Date at the time such Indebtedness is incurred;

(i) Guarantee Obligations by Ultimate Parent or the Restricted Subsidiaries of Indebtedness of Ultimate Parent and the Restricted Subsidiaries so long as Ultimate Parent or the Restricted Subsidiaries incurring such Indebtedness are permitted to incur such Indebtedness represented by such Guarantee Obligation hereunder;

(j) Indebtedness of Ultimate Parent and its Subsidiaries in respect of the ABL Loan Documents (including the HUD Sub-Facility Credit Agreement) in an aggregate principal amount not exceeding $475,000,000 at any time outstanding (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement);

(k) the guaranty by the Borrower s or the Restricted Subsidiaries, as the case may be, of the HUD

Sub-Facility Entities’ obligations under the HUD Sub-Facility Credit Agreement in an aggregate principal amount not exceeding $20,000,000;

(l) other Indebtedness of Ultimate Parent or the Restricted Subsidiaries in an aggregate principal amount not exceeding $40,000,000 at any time outstanding;

(m) Indebtedness arising from agreements of Ultimate Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments and the disposition of any business, assets or Capital Stock permitted hereunder;

(n) Indebtedness consisting of (A) trade obligations or (B) accrued current liabilities for services rendered to Ultimate Parent or any Restricted Subsidiary, in each case, arising in the ordinary course of business;

(p) Indebtedness representing deferred compensation to employees of the Parent Companies, the Borrowers or any of their Subsidiaries incurred in the ordinary course of business consistent with past practice;

(q) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(r) Indebtedness incurred in the ordinary course of business in respect of obligations of Ultimate Parent or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(t) Indebtedness incurred by Ultimate Parent or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(u) Indebtedness of Ultimate Parent and the Restricted Subsidiaries under any Hedge Agreement permitted under Section 7.4(f);

(v) Indebtedness of any Loan Parties owed to former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of the Parent Companies, the Borrowers or any of the Restricted Subsidiaries in lieu of any cash payment permitted to be made under Section 7.6(a)(iii); provided that all such Indebtedness shall be unsecured;

(x) Indebtedness in respect of Real Property Financing Obligations, including but not limited to, Indebtedness of Ultimate Parent and its Subsidiaries in respect of the Skilled RE Loan Documents in an aggregate principal amount not exceeding $360,000,000 at any time outstanding (and any Permitted Refinancing thereof) ;

(y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount not exceeding $10,000,000 at any time outstanding, so long as such Indebtedness is non-recourse to the Loan Parties;

(z) Indebtedness the net proceeds of which are used to fund the purchase of Healthcare Facilities in connection with the Health Care REIT Asset Buyback, so long as (i) at the time of the incurrence thereof and after giving effect thereto, Ultimate Parent would be in compliance with the Financial Condition Covenants, (ii) the Fixed Charge Coverage Ratio at the time of incurrence thereof and after giving effect thereto shall not be less than the Fixed Charge Coverage Ratio immediately prior to such incurrence and after giving effect thereto, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered and (iii) such Indebtedness has a final maturity date equal to or later than 90 days after the Maturity Date;

(aa) Indebtedness of Ultimate Parent and its Subsidiaries in respect of the Skilled ABL Loan Documents in an aggregate principal amount not exceeding $75,000,000 at any time outstanding (and any Permitted Refinancing thereof); and

(bb) Indebtedness of Ultimate Parent and its Subsidiaries in respect of the Skilled HUD Entities’ obligations under the Skilled HUD Credit Agreements in an aggregate principal amount not exceeding $90,000,000.

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of LLC Parent ( or, on or after the Second Amendment Date, Ultimate Parent) in each case, dated such date prepared in accordance with GAAP.

7.2 Liens . Create, incur, assume or permit to exist any Lien on any property or assets (including Capital Stock or other securities of any person, including Ultimate Parent or any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(b) any Lien created under the (i) Loan Documents and (ii) ABL Loan Documents related to the Genesis ABL Credit Agreement (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement and, if applicable, the Skilled Intercreditor Agreement ;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrowers or any Restricted Subsidiary ( or, on or after the Second Amendment Date, Ultimate Parent or any Restricted Subsidiary) or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof (or, in the case of Ultimate Parent, at such time Ultimate Parent becomes a party to this Agreement), in each case, prior to the time such person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of the Borrowers or any Restricted Subsidiary ( or, on or after the Second Amendment Date, Ultimate Parent or any Restricted Subsidiary) other than newly created improvements thereon or proceeds from the disposition of such property and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Restricted Subsidiary, as the case may be, and extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof;

(d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3;

(e) Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due or payable or which are being contested in compliance with Section 6.3;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of Ultimate Parent or any Restricted Subsidiary;

(j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8;

(k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the Obligations;

(l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;

(m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement;

(o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $5,000,000;

(p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(x), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Skilled Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(bb);

the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement;

(u) (i) Liens solely on any cash earnest money deposits made by Ultimate Parent or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements;

(v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor;

(w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement;

(x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(z);

(y) other Liens with respect to property or assets of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000;

(z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder

(aa) any Lien created under the Skilled ABL Loan Documents (and any Permitted Refinancing thereof); provided that, such Liens are limited to the “Collateral” under and as defined in the Skilled ABL Loan Documents as of the Second Amendment Date; and

(bb) any second priority Lien granted in favor of the lender or lenders (or an agent on its or their behalf) under the Skilled ABL Facility in the real estate assets and other collateral securing the obligations under the Skilled RE Loan Documents; provided that (A) a third priority Lien in such collateral shall be granted in favor of the Collateral Agent securing the Obligations and (B) such second priority and third priority Liens shall be subject to the Skilled Intercreditor Agreement or a customary intercreditor agreement in form and substance reasonably acceptable to the Collateral Agent and the Borrower Agent.

7.3 Sale and Lease-Back Transactions . Enter into any arrangement, directly or indirectly, with any person (other than Ultimate Parent or any Restricted Subsidiary) whereby it shall Dispose of any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Lease-Back Transaction ”) unless (a) the Disposition of such property is permitted by Section 7.5, (b) any Capital Lease Obligations or Liens arising in connection therewith are permitted by Sections 7.1 and 7.2, as the case may be and either (1) consist of Real Property Financing Obligations and Liens granted in connection therewith or (2) are in an aggregate principal amount not exceeding $25,000,000 at any time

outstanding and (c) Ultimate Parent shall be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such Sale and Lease-Back Transaction had occurred as of the first day of such period; provided that, the Net Cash Proceeds of such Sale and Lease-Back Transaction shall be applied in accordance with Section 2.8(b);

(a) (i) Investments by the Borrowers and the Restricted Subsidiaries existing on the date hereof or Investments by Ultimate Parent and its Restricted Subsidiaries existing on the Second Amendment Date, in each case, in the Capital Stock of their subsidiaries and (ii) additional investments by Ultimate Parent and the Restricted Subsidiaries in the Capital Stock of the Restricted Subsidiaries; provided that, (A) except as permitted by Section 6.10 , any such Capital Stock held by Ultimate Parent or a Subsidiary Guarantor shall be pledged pursuant to the Guarantee and Collateral Agreement to the extent required thereby and (B) after the date hereof, the aggregate amount of investments made pursuant to this Section 7.4(a) and Section 7.4(c) by Loan Parties in, and loans and advances made pursuant to this Section 7.4(a) and Section 7.4(c) by Loan Parties to, Restricted Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $10,000,000 at any time outstanding;

(b) Investments in cash and Cash Equivalents;

(c) Investments made by Ultimate Parent in any Restricted Subsidiary and made by any Restricted Subsidiary in Ultimate Parent or any other Restricted Subsidiary; provided that (i) any such Investments made by a Loan Party shall be pledged pursuant to the Guarantee and Collateral Agreement to the extent required thereby and (ii) the amount of such Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above;

(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the Borrower Representative shall provide prompt written notice to the Administrative Agent of any such settlement of accounts for which the face value is greater than or equal to $1,000,000 individually (or for a group of related accounts) and for each such settlement if the aggregate face value of such accounts is greater than or equal to $10,000,000;

(e) Ultimate Parent and the Restricted Subsidiaries may make loans and advances in the ordinary course of business to employees, directors and officers of the Parent Companies, the Borrowers and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding, when added to the aggregate amount of guarantees under Section 7.1(w) , not to exceed $5,000,000 (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such person’s purchase of Capital Stock of LLC Parent ( or, on or after the Second Amendment Date, of Ultimate Parent ) and (iii) for any other purpose;

(f) Ultimate Parent and the Restricted Subsidiaries may enter into Hedging Agreements that (i) are required by Section 6.13 or (ii) are not speculative in nature and are made in the ordinary course of business;

(g) to the extent that such assets or Capital Stock are transferred to Ultimate Parent or a Restricted Subsidiary contemporaneously with such acquisition and such acquisition is consensual and approved by the board of directors of such Acquired Entity or Business, Ultimate Parent and the Restricted Subsidiaries may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 75% of the Capital Stock (other than directors’ qualifying shares) of a Person; provided that (i) the Acquired Entity or Business shall be in a line of Business permitted by Section 7.8(a); (ii) at the time of such transaction (A) after giving effect thereto, no Event of Default shall have occurred and be continuing; (B) Ultimate Parent would be in compliance with the Financial Condition Covenants calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period; (C) Ultimate Parent’s Consolidated Total Leverage Ratio does not exceed the lesser of (x) 2.50:1.00 and (y) 0.25:1.00 less than the applicable maximum Consolidated Total Leverage Ratio set forth in Section 7.14, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered and (D) Ultimate Parent shall comply, and shall cause the Acquired Entity or Business to comply, with the applicable provisions of Section 6.10 and the Security Documents to the extent required thereby; and (iii) on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, the aggregate of the Acquired EBITDA of any Persons acquired in accordance with this Section 7.4(g) during the term of this Agreement that are not at such time Guarantors shall not exceed 10% of pro forma Consolidated EBITDA of Ultimate Parent and the Restricted Subsidiaries (any acquisition of an Acquired Entity or Business meeting all the criteria of this Section 7.4(g) being referred to herein as a “ Permitted Acquisition ”);

(h) Investments set forth in Schedule 7.4 ;

(i) Ultimate Parent and the Restricted Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with Asset Sales permitted under Section 7.5;

(j) Ultimate Parent and the Restricted Subsidiaries may make Capital Expenditures permitted under Section 7.12;

(k) other Investments in an aggregate amount at any time outstanding not exceeding (x) the greater of (A) $50,000,000 and (B) 20% of Consolidated EBITDA calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period, plus (y) the Net Cash Proceeds received after the Closing Date from any Excluded Issuance (other than the proceeds of any Excluded Issuance made in connection with an exercise of Ultimate Parent’s Cure Right under Section 7.16(a));

(l) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, other Investments at any time outstanding not exceeding the Available Amount, if, after giving effect to such Investment, calculated on a Pro Forma Basis, (i) the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (ii) Ultimate Parent and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, as of the most recently completed period of four consecutive fiscal quarters ending prior to such incurrence for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered as if such incurrence had occurred as of the first day of such period;

(n) to the extent constituting Investments, transactions permitted by Sections 7.1, 7.2, 7.3, 7.5, and 7.6;

(o) Investments to the extent financed solely with the Qualified Capital Stock of LLC Parent (or, on or after the Second Amendment Date, Ultimate Parent);

(p) Guarantees incurred by Ultimate Parent or any Restricted Subsidiary with respect to operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by Ultimate Parent or any Restricted Subsidiary in the ordinary course of business;

(q) Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary (or, in the case of Ultimate Parent, at such time Ultimate Parent becomes a party to this Agreement) in accordance with the terms hereof; provided that such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary and any modification, replacement, renewal or extension thereof on terms at least as favorable on the whole to the Lenders;

(r) loans and advances to any Parent Company in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances), Restricted Payments to the extent permitted to be made to such Parent Company in accordance with Section 7.6(a);

7.5 Mergers, Consolidations, Sales of Assets and Acquisitions .

(i) (A) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to the Borrowers (provided that, in the case of such merger, amalgamation, liquidation or consolidation, the Borrowers shall be the continuing or surviving corporation), (B) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to any Restricted Subsidiary (other than the Borrowers and provided that if one of the parties to such merger, amalgamation, liquidation or consolidation or Disposition is a Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving corporation or the recipient of such assets or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 6.10 in connection therewith); provided that, neither LLC Parent nor any of its Subsidiaries may be merged, amalgamated, liquidated or consolidated with or into nor may Dispose of all or substantially all of its assets to Ultimate Parent or any of its Subsidiaries (other than LLC Parent and its Subsidiaries), (C) any Restricted Subsidiary (other than LLC Parent and its Subsidiaries) may be merged, amalgamated, liquidated or consolidated with or into and may Dispose of all or substantially all of its assets to LLC Parent and its Restricted Subsidiaries (provided that LLC Parent or any of its Restricted Subsidiaries shall be the continuing or surviving corporation or the recipient of such assets) or (D) Parent and Holdings may be dissolved or merged with or into LLC Parent (provided that LLC Parent shall be the continuing or surviving corporation);

(v) any Restricted Subsidiary may merge or consolidate in order to consummate an Asset Sale permitted by Section 7.5(b); and

(vi) Permitted Acquisitions permitted by Section 7.4(g) may be consummated.

(b) Make any Asset Sale (other than an involuntary Asset Sale, such as casualty, condemnation or similar events) not otherwise permitted under paragraph (a) above (A) except for sales or other dispositions of non-core assets acquired in a Permitted Acquisition; provided that (1) such sales shall be consummated within 360 days of such Permitted Acquisition and (2) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrowers) , (B) unless (i) such Asset Sale is between Restricted Subsidiaries that are not Loan Parties or (ii) such Asset Sale is from a Loan Party to a Restricted Subsidiary that is not a Loan Party; provided that the fair market value of all assets sold, transferred, leased, or Disposed of pursuant to this paragraph (b) (B)(ii) shall not exceed $10,000,000 in the aggregate, (C) unless such Asset Sale is from a Loan Party to a Restricted Subsidiary that is a HUD Sub-Facility Entity or Skilled HUD Entity, in each case, to the extent (1) necessary to comply with requirements of Law related to HUD and (2) the Loan Parties are in compliance with the Collateral Coverage Requirement after giving effect to such Asset Sale or ( D ) unless (i) such Asset Sale is for consideration at least 75% of which is cash, (ii) consideration for such Asset Sale is at least equal to the fair market value of the assets being sold, transferred, leased or Disposed of, (iii) the fair market value of all assets sold, transferred, leased, or Disposed of pursuant to this paragraph (b) shall not exceed $100,000,000 in any fiscal year; provided that for purposes of this clause (iii), ( x ) the amount of any liabilities of Ultimate Parent or any Restricted Subsidiary that are assumed by the transferee of any such assets and ( y ) involuntary Asset Sales, such as casualty, condemnation or similar events shall be excluded, (iv) no Event of Default shall have occurred and be continuing or result therefrom and (v) Ultimate Parent shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such Asset Sale for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such Asset Sale had occurred as of the first day of such period; provided that, (x) if the Parent Companies, the Borrowers or the Restricted Subsidiaries consummate the Hospice Sale within nine months after the Closing Date, the consideration for the Hospice Sale must be greater than or equal to $85,000,000, of which $75,000,000 thereof must be in cash and (y) all cash proceeds of the Hospice Sale (the “ Hospice Sale Prepayment Amount ”) shall be used to prepay the Loans in accordance with Section 2.14 and may not be used in any Reinvestment Event. Notwithstanding the foregoing, any Asset Sale of non-core assets acquired as part of the Skilled Acquisition made after the Second Amendment Date may not be sold unless (i) the aggregate consideration received for such Asset Sale is equal to or greater than the average appraisal value for such assets determined by each of an appraiser selected by the Borrowers and an appraiser selected by the Administrative Agent (provided that if the appraisal value of such assets determined by the Borrowers’ appraiser is more than 10% less than that determined by the Administrative Agent’s appraiser, then the aggregate consideration received for such Asset Sale shall in no case be less than the appraisal value of such assets determined by the Administrative Agent’s appraiser), (ii) no less than 75% of the consideration for such Asset Sale is received in the form of cash and (iii) the Net Cash Proceeds of such Asset Sale shall be applied in accordance with Section 2.14.

7.6 Restricted Payments; Restrictive Agreements . (a) Declare or make, any Restricted Payment; provided that (i) (A) the Restricted Subsidiaries (other than LLC Parent) may declare and pay dividends or make other distributions ratably to their equity holders and (B) LLC Parent may declare and pay dividends or make other distributions to Ultimate Parent and its Subsidiaries that are managing members of LLC Parent (it being understood and agreed that this clause (i)(B) shall not permit any Restricted Payments to be made by LLC Parent to any Person other than Ultimate Parent and its Subsidiaries that are managing members of LLC Parent); (ii) the Borrowers may acquire shares of Ultimate Parent delivered or to be delivered to a director, officer or employee of the Parent

Companies , the Borrowers or a Restricted Subsidiary in connection with the grant, vesting, exercise or payment of a stock option, warrant or other equity or equity-based award granted by the Parent Companies , the Borrowers or a Restricted Subsidiary and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any Tax withholding obligations arising in connection with such event; (iii) the repurchase or redemption of Capital Stock of Ultimate Parent and LLC Parent owned by former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of any Parent Company , the Borrowers or any of the Restricted Subsidiaries or to make payments (including on promissory notes issued to pay the purchase price) with respect to such repurchases or redemptions upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or similar equity incentives or equity-based incentives in an aggregate amount not to exceed $4,000,000 in any fiscal year; (iv) payments of customary fees to members of its or any Parent Company’s board of directors and in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Parent Company or any of its Restricted Subsidiaries shall be permitted; (v) the Borrowers may make Restricted Payments to satisfy obligations existing on the Closing Date owing to affiliates of JER not to exceed $5,200,000; (vi) [reserved]; (vii) Restricted Payments up to the Available Amount shall be permitted; provided , that the Available Amount shall only be available for Restricted Payments if, Consolidated Total Leverage Ratio shall not exceed the lesser of (x) 1.85:1.00 and (y) 0.50:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period; (viii) any Parent Company may make, payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of Ultimate Parent and LLC Parent ; (ix)

[reserved] ; (x) LLC Parent may pay cash distributions in respect of taxes owing by LLC Parent’s direct or indirect investors in respect of Genesis Borrower and the Restricted Subsidiaries (“ Tax Distributions ”); (xi) the Borrowers may make Restricted Payments to satisfy obligations to current employees ex isting on the Closing Date not to exceed $ 6,000 ,000; and (xii) Ultimate Parent and LLC Parent may make other Restricted Payments so long as (A) no Event of Default has occurred and is continuing and (B) the Consolidated Total Leverage Ratio shall not exceed the lesser of (x) 1.85:1.00 and (y) 1.00:1.00 less than the Consolidated Total Leverage Ratio required pursuant to Section 7.14, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period. Notwithstanding the foregoing, no Restricted Payments shall be made pursuant to clauses (vii) or (xii) of this Section 7.6(a) if the aggregate amount of such Restricted Payments, together with the aggregate amount of Restricted Payments previously made pursuant to clauses (vii) and (xii) of this Section 7.6(a), (x) during the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered and (y) after such recently completed period of four consecutive fiscal quarters, would exceed 90% of Free Cash Flow of the Parent Companies, the Borrowers and the Restricted Subsidiaries for such recently completed period of four consecutive fiscal quarters .

(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Ultimate Parent or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to Ultimate Parent or any Restricted Subsidiary or to guarantee Indebtedness of Ultimate Parent or any Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or regulations or by any Loan Document, the ABL Loan Documents , the Skilled Loan Documents, any Material Master Lease entered into prior to the Closing Date , or such other Indebtedness as is set forth on Schedule 7.1 , (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided such restrictions and conditions apply only to the Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement creating Liens permitted by Section 7.2 prohibiting further Liens on the properties encumbered thereby, (E) clause (i) of the foregoing shall not apply to (x) customary provisions in Leases and other contracts restricting the subletting or assignment thereof or (y) any Material Master Leases entered into after the Closing Date ; provided , however , in each case, such restrictions shall not be more adverse to the Lenders and Borrowers than the equivalent restrictions set forth in these Material Master Leases existing as of the Closing Date, as modified by the Master Lease Intercreditor Agreements , (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured

Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 7.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by Ultimate Parent or any Restricted Subsidiary in the ordinary course of business, (J) the foregoing shall not apply to any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired and (K) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of Ultimate Parent ( or, in the case of Ultimate Parent, at the time Ultimate Parent becomes a party to this Agreement) in each case, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Restricted Subsidiary .

7.7 Transactions with Affiliates . Except for transactions between or among Ultimate Parent and the Restricted Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that Ultimate Parent or any of the Restricted Subsidiaries may engage in any of the foregoing transactions on terms and conditions not less favorable to Ultimate Parent or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; provided that with respect to any such transaction or series of transactions involving aggregate consideration in excess of $ 2 0,000,000, a majority of the board of directors of LLC Parent ( or, on or after the Second Amendment Date, a majority of the board of directors of Ultimate Parent) in each case, shall have determined in good faith that the criteria set forth above are satisfied and have approved the relevant transaction as evidenced by a resolution of the board of directors of LLC Parent or Ultimate Parent, as applicable; provided , further , the following transactions shall be permitted;

(a) Investments permitted under Section 7.4 (e) , (p) and ( q ) ;

(e) Restricted Payments permitted under Section 7.6;

(f) the issuance or transfer of Equity Interests of LLC Parent ( or, on or after the Second Amendment Date, of Ultimate Parent) in each case to any Permitted Investor or to any former, current or future director, manager, officer, employee or consultant (or any Controlled Investment Affiliate or immediate family member of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof;

(h) transactions entered into in the ordinary course of business that are consistent with past practices.

7.8 Business of the Borrowers and the Restricted Subsidiaries . (a) Engage at any time in any Business or Business activity other than the Business currently conducted by it and, in the good faith judgment of Ultimate Parent, Business activities reasonably incidental, complementary or related thereto.

(c) Sell, lease, transfer or otherwise convey, in one or a series of related transactions, all or substantially all of the assets of Ultimate Parent and the Restricted Subsidiaries, taken as a whole.

7.9 Other Indebtedness and Agreements . (a)(i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Indebtedness or unsecured Material Indebtedness (for the avoidance of doubt, excluding Real Property Financing Obligations) of Ultimate Parent or any Restricted Subsidiary is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to Ultimate Parent, such Restricted Subsidiary or the Lenders or (ii) permit any waiver, supplement, modification, amendment, termination or release of any Material Master Lease, any Material Master Lease Intercreditor Agreement or any Lease Consent and Amendment Agreement in any manner that is materially adverse to the Lenders without the prior written consent of Administrative Agent, which shall not be unreasonably withheld .

the Consolidated Total Leverage Ratio shall not be greater than 2.25:1.00 and (B) Ultimate Parent and the Restricted Subsidiaries shall be in compliance with the Financial Condition Covenants, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period).

7.10 [Reserved]

7.11 Account Changes; Fiscal Year . Change its fiscal year or its method for determining fiscal quarters or fiscal months.

7.12 Capital Expenditures . Permit the aggregate amount of Capital Expenditures made by Ultimate Parent or the Restricted Subsidiaries in any period set forth below to exceed the amount set forth below for such period; provided, that such amount for any fiscal year shall be increased by, to the extent that a Permitted Acquisition is consummated during or prior to such fiscal year (but after the Closing Date), an amount equal to $1,000 per licensed bed of such Acquired Entity or Business (the “ Acquired Permitted CapEx Amount ”) ( provided , that with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this proviso shall be an amount equal to the product of (x) the Acquired Permitted CapEx Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such fiscal year):

Period	Amount
January 1, 2013 through December 31, 2013	$	90,000,000
January 1, 2014 through December 31, 2014	$	92,000,000
January 1, 2015 through December 31, 2015	$	94,000,000
January 1, 2016 through December 31, 2016	$	96,000,000
January 1, 2017 through Maturity Date	$	98,000,000

Period		Ratio
October 1, 2013 through December 31, 2013		1.70 to 1.00
January 1, 2014 through March 31, 2014		1.70 to 1.00
April 1, 2014 through June 30, 2014		2.00 to 1.00

Period		Ratio
July 1, 2014 through September 30, 2014		2.00 to 1.00
October 1, 2014 through December 31, 2014		2.00 to 1.00
January 1, 2015 through March 31, 2015		2.00 to 1.00
April 1, 2015 through June 30, 2015		2.00 to 1.00
July 1, 2015 through September 30, 2015		2.00 to 1.00
Thereafter		2.25 to 1.00

Period		Ratio
October 1, 2013 through December 31, 2013		3.25 to 1.00
January 1, 2014 through March 31, 2014		3.25 to 1.00
April 1, 2014 through June 30, 2014		4.75 to 1.00
July 1, 2014 through September 30, 2014		4.75 to 1.00
October 1, 2014 through December 31, 2014		4.75 to 1.00
January 1, 2015 through March 31, 2015		4.50 to 1.00
April 1, 2015 through June 30, 2015		4.50 to 1.00
July 1, 2015 through September 30, 2015		4.25 to 1.00
Thereafter		4.25 to 1.00

Period		Amount
October 1, 2013 through December 31, 2013		3.00 to 1.00
January 1, 2014 through March 31, 2014		3.00 to 1.00
April 1, 2014 through June 30, 2014		3.00 to 1.00
July 1, 2014 through September 30, 2014		3.00 to 1.00
October 1, 2014 through December 31, 2014		3.25 to 1.00
January 1, 2015 through March 31, 2015		3.25 to 1.00
April 1, 2015 through June 30, 2015		3.25 to 1.00
July 1, 2015 through September 30, 2015		3.50 to 1.00
Thereafter		3.50 to 1.00

7.16 Certain Cure Rights .

(a) Notwithstanding anything to the contrary contained herein, in the event Ultimate Parent fails to comply with the requirements of either covenant as set forth in Section 7.13, Section 7.14 or Section 7.15 (each, a “ Financial Cure Covenant ”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “ Curable Period ”), after the Closing Date until the expiration of the 5th Business Day subsequent to the date the certificate calculating the Financial Cure Covenants is required to be delivered pursuant to Section 5.1(c) with respect to the period ending on the last day of such fiscal quarter, Ultimate Parent shall have the right (the “ Cure Right ”) to include any cash equity contribution made to Ultimate Parent or LLC Parent after the beginning of such fiscal quarter and prior to the end of the Curable Period in the

calculation of Consolidated EBITDA, with respect to Sections 7.13 , 7.14 and 7.15 , and unrestricted cash and Cash Equivalents, with respect to Section 7.15 (the “ Cure Amount ”). Upon the receipt by Ultimate Parent or LLC Parent of cash equity (other than Disqualified Capital Stock) in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right, the Financial Cure Covenants shall be recalculated giving effect to the following pro forma adjustments:

(ii) if, after giving effect to the foregoing recalculations, Ultimate Parent shall then be in compliance with the requirements of the Financial Cure Covenants, Ultimate Parent shall be deemed to have satisfied the requirements of the Financial Cure Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Cure Covenants which had occurred shall be deemed cured for all purposes of this Agreement.

(b) Limitations on Exercise of Cure Right, etc . Notwithstanding anything herein to the contrary, (A) in no event shall Ultimate Parent be entitled to exercise the Cure Right more than twice in any consecutive four quarter period or more than three times during the term of this Agreement; (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period, would cause Ultimate Parent to be in compliance with the Financial Cure Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account of receipt of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from the Borrower Agent that Ultimate Parent intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any fiscal quarter (the “ Notice of Intent to Cure ”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 5.1(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.13, Section 7.14 or Section 7.15, as applicable, in respect of the period ending on the last day of such fiscal quarter.

SECTION 8. EVENTS OF DEFAULT

In case of the happening of any of the following events (“ Events of Default ”):

any Loan Document, shall prove to have been incorrect, false or misleading in any material respect when so made, deemed made or furnished;

bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries or for a substantial part of the property or assets of the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(i) one or more judgments, orders or decrees shall be rendered against the Parent Companies, the Borrowers, or any of the Material Restricted Subsidiaries, or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively vacated, discharged, bonded or stayed, or any writ or warrant of attachment or similar process shall be entered or filed upon assets or properties of the Parent Companies, the Borrowers, or any of the Subsidiaries to enforce any such judgment, order or decree and such judgment, order and decree is for the payment of money in an aggregate amount in excess of $30,000,000 (net of any amounts covered by applicable insurance or self-insurance);

(l) there shall have occurred a Change of Control;

(m) the formal written revocation or termination by any Governmental Authority of any Primary License related to Healthcare Facilities to the extent any such revocations or terminations, in the aggregate, could reasonably be expected to result in a Material Adverse Effect; or

(n) there shall have occurred any event of default under any Material Master Lease;

notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrowers described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding.

SECTION 9. THE AGENTS

9.3 Exculpatory Provisions . (a) No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, no Agent shall: (i) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) have any duty to take any discretionary action or exercise any discretionary powers, except (in the case of the Administrative Agent) discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and (iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity.

9.5 Non-Reliance on Agents and Other Lenders . Each Lender expressly acknowledges that neither the Agents nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agents hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition

(financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Agent in Its Individual Capacity . Any Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent hereunder, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, Ultimate Parent or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

9.9 Authorization to Release Liens and Guarantees . The Agents are hereby irrevocably authorized by each of the Lenders to effect any release or subordination of Liens or Guarantee Obligations contemplated by Section 10.15 without further action or consent by the Lenders. The Agents are hereby irrevocably authorized by each of the Lenders to (and to execute any documents or instruments necessary to) enter into any intercreditor agreement contemplated by the terms hereof (including, without limitation, the Intercreditor Agreement, the Skilled Intercreditor Agreement and the Material Master Lease Intercreditor Agreements) (and in the case of any such intercreditor agreement entered into prior to the Second Amendment Date, the Lenders hereby ratify and confirm such authority), and the parties hereto acknowledge that such intercreditor agreements are binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any such intercreditor agreement, (b) hereby authorizes and instructs the Agents to enter into any such intercreditor agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Agents to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment to (or amendment and restatement of) the Security Documents. In addition, each Lender hereby authorizes the Agents to enter into (i) any amendments to any intercreditor agreement, and (ii) any other intercreditor arrangement, in the case of clauses (i) and (ii), to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted pursuant to this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

or Syndication Agent in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender or any other Person by reason of this Agreement or any other Loan Document.

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers .

thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section without the written consent of such Lender; (iii) reduce any percentage specified in the definition of “Required Lenders”, consent to the assignment or transfer by the Borrowers of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of paragraph (a) or (b) of Section 2.14 without the written consent of each Lender directly and adversely affected thereby; (v) amend, modify or waive any provision of Section 9 without the written consent of the Agents; or (vi) amend the assignment provisions of Section 10.6 to make such provisions more restrictive without the written consent of each Lender directly and adversely affected thereby.

each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within 10 Business Days following receipt of notice thereof.

The Parent Companies and the Borrowers:		Genesis Healthcare LLC 101 East State Street
		Kennett Square, PA 19348 USA
		Attention: Michael Sherman, Senior Vice President and General Counsel
		Telephone: 610-444-6350
		Facsimile: 484-733-5449
		E-mail: michael.sherman@genesishcc.com

Administrative Agent and Collateral Agent:		Barclays 745 7th Avenue, 27th Floor
		New York, NY, 10019
		Attention: Diane Rolfe, Lisa Minigh
		Telephone: 212-526-1109; 212-526-1524
		Facsimile: 646-758-5957; 212-526-5115
		E-mail: diane.rolfe@barclays.com; lisa.minigh@barclays.com

		For Administrative Requests:
		Barclays
		1301 Avenue of the Americas, 9th Floor
		New York, NY 10019
		Attention: Sookie Siew
		Phone: 212-320-7205
		Fax: 917-522-0569
		Email: xrausloanops5@barclays.com

provided that any notice, request or demand to or upon the Agents, the Lenders, the Parent Companies or the Borrowers shall not be effective until received.

10.3 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.5 Payment of Expenses; Indemnification; Limitation of Liability . (a) The Borrowers agree (i) to pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (ii) to pay or reimburse each Lender, the Agents and the Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one primary counsel to the Lead Arrangers, each Lender and the Agents, taken as a whole (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Person), and other advisors and professionals engaged by the Administrative Agent or the Lead Arrangers in connection with enforcement proceedings, (iii) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (iv) to pay, indemnify or reimburse each Lender, each Agent, the Lead Arrangers and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “ Indemnitee ”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any actual or prospective claim, action or proceeding (including any investigation of, preparation for, or defense of any pending or threatened claim, action or proceeding) relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the making of any Loan, the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to, or any Environmental Claims related to, the operations of the Parent Companies , the Borrowers, any of their Subsidiaries or any of the Properties and the fees and disbursements and other charges of one legal counsel for all such Indemnitees, taken as a whole (and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in

multiple jurisdictions) and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Indemnitee) in connection therein (all the foregoing in this clause (iv), collectively, the “ Indemnified Liabilities ”) regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person; provided that neither the Parent Companies nor the Borrowers shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from gross negligence or willful misconduct of such Indemnitee or material breach in bad faith of this Agreement by such Indemnitee, in each case, as determined in a final non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrowers pursuant to this Section shall be submitted to the Borrowers at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Obligations.

(b) (i) Subject to the conditions set forth in paragraphs (b)(ii) and (c) below, any Lender may assign to one or more assignees (each, an “ Assignee ”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(ii) Assignments shall be subject to the following additional conditions:

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

each applicable Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, for Eurodollar Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid with respect to Loans recorded in the applicable Register and (5) any other payment received by the Administrative Agent from the Borrowers and its application to the Obligations.

(ii) no Default or Event of Default has occurred and is continuing or would result therefrom;

(iv) any Loans assigned to any Purchasing Borrower Party (or purchased or prepaid by the Parent Companies, the Borrowers or any Restricted Subsidiary acting in accordance with this Section 10.6(c)) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

10.8 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be

10.12 Submission to Jurisdiction; Waivers . Each of the Parent Companies and the Borrowers hereby irrevocably and unconditionally:

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

10.13 Acknowledgments . Each of the Parent Companies and the Borrowers hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

Required Lenders the security interest in any Collateral being Disposed of in such Disposition under clause (a)(i) shall be automatically released , (ii) in connection with any transaction permitted by the Loan Documents, which results in any Subsidiary Guarantor becoming a HUD Sub-Facility Entity and/or a Skilled HUD Entity, in each case , (x) to the extent necessary to comply with requirements of Law related to HUD and (y) to the extent the Loan Parties are in compliance with the Collateral Coverage Requirement after giving effect to such transaction, the security interest in any Collateral owned by such Subsidiary Guarantor shall be automatically released (and its Guarantee Obligations shall be terminated) and ( iii ) upon the request of the Borrowers , the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) take such additional actions as shall be required to evidence release of its security interest in any Collateral being released pursuant to this Section 10.15 , and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition under clause (a)(i) , to the extent necessary to permit consummation of such Disposition ; provided that, the Borrower Agent or the applicable Loan Party shall provide the Administrative Agent such certifications as the Administrative Agent shall reasonably request in order to demonstrate compliance with the Collateral Coverage Requirement with respect to any release or termination under clause (a)(ii) . Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.15 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents). Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to Ultimate Parent or any of its Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.

standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC and shall include changes in the determination of whether a lease is a capital lease or an operating lease under GAAP.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.18

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of July 26, 2013,

among

BELFAST OPERATIONS, LLC; FARMINGTON OPERATIONS, LLC; FALMOUTH OPERATIONS, LLC; WESTBROOK OPERATIONS, LLC; SKOWHEGAN SNF OPERATIONS, LLC; LEWISTON OPERATIONS, LLC; WATERVILLE SNF OPERATIONS LLC; KENNEBUNK OPERATIONS, LLC; CAMDEN OPERATIONS, LLC; ORONO OPERATIONS, LLC; SCARBOROUGH OPERATIONS, LLC; GENESIS HEALTHCARE OF MAINE, LLC, ONE PRICE DRIVE OPERATIONS LLC, and the other entities listed on Annex A collectively,
as Borrowers

GENESIS HEALTHCARE LLC, GHC HOLDINGS LLC, SUNBRIDGE HEALTHCARE, LLC, SUN HEALTHCARE GROUP, INC., and GHC HOLDINGS II LLC, collectively,

as Guarantors

and

THE LENDERS PARTY HERETO

and

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

		Page

ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		2

Section 1.1	Defined Terms	2
Section 1.2	UCC Terms	31
Section 1.3	Accounting Terms and Principles	32
Section 1.4	Interpretation	32

ARTICLE 2 THE CREDIT FACILITIES		33

Section 2.1	The Commitments	33
Section 2.2	Borrowing Procedures	34
Section 2.3	Reserved	35
Section 2.4	Reserved	35
Section 2.5	Reduction and Termination of the Commitments	35
Section 2.6	Repayment of Revolving Loan	35
Section 2.7	Optional Prepayments	35
Section 2.8	Mandatory Prepayments	35
Section 2.9	Interest	36
Section 2.10	Conversion and Continuation Options	37
Section 2.11	Fees	38
Section 2.12	Application of Payments	38
Section 2.13	Payments and Computations	39
Section 2.14	Evidence of Debt	40
Section 2.15	Suspension of LIBOR Rate Option	41
Section 2.16	Breakage Costs; Increased Costs; Capital Requirements	42
Section 2.17	Taxes	43
Section 2.18	Substitution of Lenders	46
Section 2.19	Contribution	47
Section 2.20	Reserved	49
Section 2.21	Reserved	49
Section 2.22	Defaulting Lenders	49

ARTICLE 3 CONDITIONS TO LOANS		50

Section 3.1	Conditions Precedent to Loans	50
Section 3.2	Conditions Precedent to Each Loan	52

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		53

Section 4.1	Corporate Existence; Financial Statements; Compliance with Law	53
Section 4.2	Loan and Related Documents	55
Section 4.3	Reserved	55
Section 4.4	Reserved	55
Section 4.5	Material Adverse Effect	55
Section 4.6	Solvency	55
Section 4.7	Litigation	56
Section 4.8	Taxes	56
Section 4.9	Margin Regulations	56
Section 4.10	No Burdensome Obligations; No Defaults	56
Section 4.11	Investment Company Act	57
Section 4.12	Labor Matters	57
Section 4.13	ERISA	57
Section 4.14	Environmental Matters	57
Section 4.15	Intellectual Property	58
Section 4.16	Title; Real Property	58
Section 4.17	Full Disclosure	59
Section 4.18	Patriot Act; OFAC	59
Section 4.19	Eligible Accounts	59
Section 4.20	Use of Proceeds	60
Section 4.21	Insurance	60
Section 4.22	Reportable Transactions	60
Section 4.23	Security Documents	60
Section 4.24	Schedules Deemed Updated	61

ARTICLE 5 FINANCIAL COVENANTS		61

Section 5.1	Liquidity	61
Section 5.2	Minimum Consolidated Fixed Charge Coverage Ratio	61
Section 5.3	Reserved	61
Section 5.4	Reserved	61
Section 5.5	Reserved	61
Section 5.6	Investments to Cure Financial Covenant Defaults	61

ARTICLE 6 REPORTING COVENANTS		63

Section 6.1	Financial Statements	63
Section 6.2	Other Events	65

Section 6.3	Copies of Notices and Reports	65
Section 6.4	Taxes	65
Section 6.5	Labor Matters	65
Section 6.6	ERISA Matters	65
Section 6.7	Environmental Matters	66
Section 6.8	Other Information	66

ARTICLE 7 AFFIRMATIVE COVENANTS		66

Section 7.1	Maintenance of Corporate Existence	66
Section 7.2	Compliance with Laws, Etc.	67
Section 7.3	Payment of Obligations	68
Section 7.4	Maintenance of Property	68
Section 7.5	Maintenance of Insurance	68
Section 7.6	Keeping of Books	68
Section 7.7	Access to Books and Property	69
Section 7.8	Environmental	69
Section 7.9	Post-Closing Obligations	70
Section 7.10	Additional Borrowers and Collateral	70
Section 7.11	Deposit Accounts; Securities Accounts and Cash Collateral Accounts	71
Section 7.12	Cash Management; Agent Collection Account	72
Section 7.13	Further Assurances	76
Section 7.14	Use of Proceeds	76
Section 7.15	Master Leases	76

ARTICLE 8 NEGATIVE COVENANTS		76

Section 8.1	Indebtedness	76
Section 8.2	Liens	78
Section 8.3	Reserved	81
Section 8.4	Investments	81
Section 8.5	Mergers, Consolidations, Sales of Assets and Acquisitions	82
Section 8.6	Restricted Payments; Restrictive Agreements	82
Section 8.7	Reserved	84
Section 8.8	Change in Nature of Business	84
Section 8.9	Transactions with Affiliates	85
Section 8.10	Other Indebtedness and Agreements	86
Section 8.11	Reserved	87

iii

Section 8.12	Accounting Changes; Fiscal Year	87
Section 8.13	Margin Regulations	87

ARTICLE 9 EVENTS OF DEFAULT		87

Section 9.1	Definition	87
Section 9.2	Remedies	89

ARTICLE 10 ADMINISTRATIVE AGENT		89

Section 10.1	Appointment and Duties	89
Section 10.2	Binding Effect	90
Section 10.3	Use of Discretion	90
Section 10.4	Delegation of Rights and Duties	91
Section 10.5	Reliance and Liability	91
Section 10.6	Administrative Agent Individually	92
Section 10.7	Lender Credit Decision	92
Section 10.8	Expenses; Indemnities	93
Section 10.9	Resignation of Administrative Agent	93
Section 10.10	Release of Collateral or Guarantors	94
Section 10.11	Additional Secured Parties	94

ARTICLE 11 MISCELLANEOUS		95

Section 11.1	Amendments, Waivers, Etc .	95
Section 11.2	Assignments and Participations; Binding Effect	97
Section 11.3	Costs and Expenses	100
Section 11.4	Indemnities	100
Section 11.5	Survival	101
Section 11.6	Limitation of Liability for Certain Damages	102
Section 11.7	Lender-Creditor Relationship	102
Section 11.8	Right of Setoff	102
Section 11.9	Sharing of Payments, Etc .	102
Section 11.10	Marshaling; Payments Set Aside; Protective Advances	103
Section 11.11	Notices	104
Section 11.12	Electronic Transmissions	105
Section 11.13	Governing Law	106
Section 11.14	Jurisdiction	106
Section 11.15	WAIVER OF JURY TRIAL	106
Section 11.16	Severability	107
Section 11.17	Execution in Counterparts	107

Section 11.18	Entire Agreement	107
Section 11.19	Usury	107
Section 11.20	Use of Name	108
Section 11.21	Non-Public Information; Confidentiality	108
Section 11.22	Patriot Act Notice	108
Section 11.23	Agent for Loan Parties	108
Section 11.24	Existing Agreements Superseded; Exhibits and Schedules	109

Annexes

Annex I	Borrowers
Annex II	Organizational Chart

Exhibits

Exhibit A	Assignment Agreement
Exhibit B	Note
Exhibit C	Notice of Borrowing
Exhibit D	[Reserved]
Exhibit E	[Reserved]
Exhibit F	Notice of Conversion
Exhibit G	Compliance Certificate
Exhibit H	Guaranty Agreement
Exhibit I	Borrowing Base Certificate
Exhibit J	[Reserved]
Exhibit K	[Reserved]
Exhibit L	Non-U.S. Lender Tax Statement
Exhibit M	Intercompany Promissory Note

Schedules

Schedule I	Revolving Credit Commitments
Schedule 1.1A	Approved Insurers
Schedule 4.1	Corporate Existence, Compliance with Law, Licensing Matters
Schedule 4.1(e)	Violations, Deficiencies, Enforcement Actions and Proceedings by Governmental Authorities
Schedule 4.2	Required Permits, Notices or Consents

Schedule 4.7	Litigation
Schedule 4.8	Taxes
Schedule 4.12	Collective Bargaining Agreements
Schedule 4.13(a)	ERISA
Schedule 4.13(b)	Foreign Pension Plans
Schedule 4.16	Title; Real Property; Facility Type
Schedule 4.21	Insurance
Schedule 4.23	Security Documents
Schedule 7.2	Provider Payment and Reimbursements Programs; Licenses
Schedule 7.9	Post-Closing Obligations
Schedule 7.10	Non-Borrower Subsidiaries
Schedule 7.11	Deposit Accounts
Schedule 8.1	Permitted Indebtedness
Schedule 8.2	Permitted Liens
Schedule 8.4	Permitted Existing Investments
Schedule 8.9	Agreement with Affiliates

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of July 26, 2013, is entered into by and among, each of BELFAST OPERATIONS, LLC, a Maine limited liability company, FARMINGTON OPERATIONS, LLC, a Maine limited liability company, FALMOUTH OPERATIONS, LLC, a Maine limited liability company, WESTBROOK OPERATIONS, LLC, a Maine limited liability company, SKOWHEGAN SNF OPERATIONS, LLC, a Maine limited liability company, LEWISTON OPERATIONS, LLC, a Maine limited liability company, WATERVILLE SNF OPERATIONS LLC, a Maine limited liability company, KENNEBUNK OPERATIONS, LLC, a Maine limited liability company, CAMDEN OPERATIONS, LLC, a Maine limited liability company, ORONO OPERATIONS, LLC, a Maine limited liability company, SCARBOROUGH OPERATIONS, LLC, a Maine limited liability company, GENESIS HEALTHCARE OF MAINE, LLC, a Maine limited liability company (each an “ Existing Borrower ” and, collectively, “ Existing Borrowers ”), the other entities listed on Annex I (each a “ New Borrower ” and, collectively, “ New Borrowers ”) and each Person becoming a party hereto in accordance with Section 7.10 (together with Existing Borrowers and New Borrowers, each a “ Borrower ” and, collectively, “ Borrowers ”), GENESIS HEALTHCARE LLC, and GHC HOLDINGS LLC (each an “ Existing Guarantor ” and, collectively, “ Existing Guarantors ”), SUNBRIDGE HEALTHCARE, LLC, a New Mexico limited liability company (“ SunBridge Healthcare ”), SUN HEALTHCARE GROUP, INC., a Delaware corporation (“ Sun ”), GHC HOLDINGS II LLC, a Delaware limited liability company (“ GHCH II ”) (each of SunBridge, Sun and GHCH II, a “ New Guarantor ” and, collectively, “ New Guarantors ”) and each Person, if any, becoming a party hereto as a guarantor (together with Existing Guarantors and the New Guarantors, each a “ Guarantor ” and, collectively, “ Guarantors ”), certain financial institutions from time to time party hereto (as defined below, collectively, “ Lenders ”) and GENERAL ELECTRIC CAPITAL CORPORATION (“ GECC ”), as Administrative Agent and Collateral Agent for the Lenders (in such capacity, and together with its successors and permitted assigns, “ Administrative Agent ”).

WHEREAS, Existing Borrowers, Existing Guarantors, GECC, and Administrative Agent are parties to that certain Revolving Credit Agreement, dated as of March 29, 2012, the “ Original Credit Agreement ”), pursuant to which Administrative Agent and Lenders agreed to make certain advances and other financial accommodations to Borrowers;

WHEREAS, certain Affiliates of Borrowers are parties to that certain Second Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among Genesis HealthCare LLC and certain of its direct and indirect subsidiaries party thereto, as borrowers, certain guarantors party thereto, GECC, as administrative agent and collateral agent, and GECC and other financial institutions party thereto, as lenders, and certain other entities party thereto as L/C Issuers (as defined therein), as such may be amended, restated, replaced or otherwise modified from time to time (the “ ABL Credit Agreement ”);

WHEREAS, in connection with the continued working capital and other needs of Existing Borrowers, New Borrowers and the other Borrowers from time to time party hereto, Borrowers and the other Loan Parties have requested, among other things, that Administrative Agent and Lenders increase the Revolving Credit Commitment and amend certain other covenants and provisions of the Original Credit Agreement; and

WHEREAS, Administrative Agent and Lenders have agreed to the requests of Borrowers and the other Loan Parties on the terms and conditions set forth herein and in the other Loan Documents.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms . As used in this Agreement, the following terms have the following meanings:

“ ABL Credit Agreement ” has the meaning specified in the recitals to this Agreement.

“ Account ” means any right to payment of a monetary obligation, whether or not earned by performance, including, but not limited to, the right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper, and right to payment of management fees. Without limiting the generality of the foregoing, the term “Account” shall further include all “accounts” (as that term is defined in the UCC), all accounts receivable, all “health-care-insurance receivables” (as that term is defined in the UCC), all “payment intangibles” (as that term is defined in the UCC) and all other rights to payment of every kind and description, whether or not earned by performance.

“ Account Debtor ” means any Person obligated on any Account of any Borrower, including an Account Debtor that is Medicaid, Medicare or TRICARE.

“ Administrative Agent ” has the meaning specified in the preamble to this Agreement.

“ Administrative Loan Party ” means GHLLC.

“ Affected Lender ” has the meaning specified in Section 2.18(a) .

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. No Secured Party shall be an Affiliate of any Borrower nor shall any Secured Party be deemed to be an “Affiliate” of any Loan Party solely by virtue of being a “Lender” or “Secured Party” under this Agreement. For purpose of this definition, “ control ” means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agent Collection Account ” has the meaning specified in Section 7.12(b) .

“ Agreement ” means this Amended and Restated Revolving Credit Agreement, as it may be amended, restated, replaced or otherwise modified from time to time.

“ Anti-Terrorism Laws ” has the meaning specified in Section 4.18 .

“ Applicable Indebtedness ” has the meaning specified in the definition of “Weighted Average Life to Maturity”.

“ Applicable Margin ” means either the Applicable Margin — Base Rate Loan or the Applicable Margin — Revolving Credit LIBOR Loan.

“ Applicable Margin — Base Rate Loan ” means, with respect to each Loan that is a Base Rate Loan, 3.0% per annum.

“ Applicable Margin — Revolving Credit LIBOR Loan ” means, with respect to Revolving Credit Loan that is a LIBOR Rate Loan:

Revolving Credit Outstandings	Applicable Margin
Greater than 75% of Revolving Credit Commitment	3.25	%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit Commitment	3.0	%
Less than or equal to 50% of Revolving Credit Commitment	2.75	%

“ Approved Fund ” means any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) (i) an entity or an Affiliate of an entity that administers or manages a Lender or (ii) an entity or an Affiliate of an entity that is the investment advisor to a Lender.

“ Approved Insurer ” means each Person identified on Schedule 1.1A and any Insurer (other than Medicaid, Medicare or TRICARE) as may be approved by Administrative Agent from time to time in its sole discretion.

“ Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Administrative Agent), (b) the sum of 3.0% per annum and the Federal Funds Rate, and (c) the sum of (x) the LIBOR Rate, as defined herein, calculated for each such day based on an Interest Period of one (1) month determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin — Revolving Credit LIBOR Loan over the Applicable Margin — Base Rate Loan, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “Prime Rate”, the “bank prime loan” rate, the Federal Funds Rate, or the LIBOR Rate for an Interest Period of one (1) month.

“ Base Rate Loan ” means any Loan that bears interest based on the Base Rate.

“ Borrowers ” has the meaning specified in the preamble to this Agreement.

“ Borrowing ” means a borrowing consisting of Loans made in the Revolving Credit Facility on the same day by the Lenders according to their respective Revolving Credit Commitments under the Revolving Credit Facility.

“ Borrowing Availability ” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment of all Lenders and (ii) the Borrowing Base, in each case, less the sum of the Revolving Credit Outstandings.

“ Borrowing Base ” means, as of any date of calculation, 85% of the Eligible Accounts; provided , however , based on the analysis of facts or events first occurring or discovered by Administrative Agent after the Closing Date, Administrative Agent, in its reasonable credit judgment consistent with its underwriting and general business practices, may from time to time (i) adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon Borrowers’ actual recent collection history for each such payor class (i.e., Medicaid, Medicare, commercial insurance, etc.) in a manner consistent with Administrative Agent’s underwriting practices and procedures and (ii) further reduce the Borrowing Base by such reserves as Administrative Agent deems reasonably appropriate, including reserves for potential future exposure under Secured Hedge Agreements and to reflect historically recurring declines, or projected declines, in the amount of Eligible Accounts, and reserves with respect to all recoupments and overpayments; provided , further , that the Borrowing Base shall not include Eligible Accounts related to any Loan Party (i) that became a Borrower pursuant to Section 7.10 and which the Administrative Agent has determined in its sole discretion to exclude from the calculation of the Borrowing Base or (ii) against which a case or proceeding referred to in Section 9.1(g) or (h) have been instituted. In the event of any occurrence requiring notice under clause (e) of Section 6.2 , Administrative Agent may immediately require the establishment of reserves that, in its sole credit judgment, are necessary to offset any loss of Eligible Accounts related to such closing in respect of such Facility. Any such change shall become immediately effective following notice of such change; provided , however , to the extent that the establishment of such reserve will result in an Overadvance, Administrative Agent shall not establish such reserve without at least ten (10) Business Days prior notice to Borrowers.

“ Borrowing Base Certificate ” means a certificate substantially in the form of Exhibit I .

“ Business ” means the business and any services, activities or businesses incidental or directly related or similar or complementary to any business or line of business engaged in by the Borrowers or any business or business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“ Capital Expenditures ” means, with respect to any Person for any period, the additions to property, plant and equipment and other capital expenditures of such Person that are (or should be) set forth in a Consolidated statement of cash flows of HUD Consolidated Group for such period prepared in accordance with GAAP, but excluding (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure to the extent that proceeds of asset sales, debt financings or lease financings are used to make such expenditure, (iii) the purchase price of assets purchased during such period to the extent the consideration therefor consists of any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business, (iv) cash expenditures which constitute consideration paid in connection with an acquisition, as approved by the Administrative Agent in its sole discretion, consummated during such period, (v) any such expenditures made with the proceeds of any Excluded Issuance or the incurrence of any Indebtedness permitted under this Agreement, (vi) expenditures constituting interest capitalized during such period, and (vii) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third-party and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third-party or any other Person.

continuously in the types of investments referred to in clause (a) , (b) , (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided , however , that the maturities of all obligations specified in any of clauses (a) , (b) , (c ) and (d) above shall not exceed 365 days.

“ Cash Management Document ” means any certificate, agreement or other document executed by the Borrowers in respect of the Cash Management Obligations of the Borrowers.

“ Cash Management Obligation ” means, with respect to the Borrowers, any direct or indirect liability, contingent or otherwise, of any such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ Change of Control ” means that (i) GHLLC shall cease to own, directly or indirectly, 100% of the Equity Interests of GHC Holdings LLC, (ii) GHLLC shall cease to own, directly or indirectly, 100% of the Equity Interests of Borrowers; (iii) the Equity Interests of any Borrower shall ceased to be 100% directly owned by a Guarantor or (iv) a “change of control” or similar concept under the ABL Credit Agreement or any Master Lease shall have occurred.

“ Closing Date ” means July 26, 2013.

“ CMS Bulletin ” has the meaning specified in Section 7.12(a)(iii).

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Collateral ” has the meaning specified therefor in the Security Agreement.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit G .

“ Concentration Account ” has the meaning specified in Section 7.12(a)(i)(B) .

“ Concentration Account Collecting Bank ” has the meaning specified in Section 7.12(a)(i)(B) .

“ Consolidated Cash Interest Expense ” means, for any period, the Consolidated Interest Expense for such period minus the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs (including, without limitation, amortization of financing fees and expenses paid in connection with the transactions contemplated by the Loan Documents), (b) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (c) other non-cash interest.

“ Consolidated EBITDA ” means, with respect to any Person, for any measurement period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period,

plus (ii) Consolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization, plus (iv) the amount of any non-cash charges (other than the write-down of current assets), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $500,000 in the aggregate for this clause (v) for any period.

“ Consolidated EBITDAR ” means, with respect to any Person, for any measurement period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA such period, without duplication, Consolidated Rental Expense.

“ Consolidated Fixed Charge Coverage Ratio ” means, with respect to any Person for any measurement period, the ratio of Consolidated EBITDAR for such period to Consolidated Fixed Charges for the four Fiscal Quarter periods ending on such date calculated on a Pro Forma Basis.

“ Consolidated Fixed Charges ” means, with respect to any Person, for any measurement period, the sum, without duplication, of Consolidated Cash Interest Expense and Consolidated Rental Expense for such period.

“ Consolidated Net Income ” means, with respect to any Person, for any measurement period, the Net Income or loss of such Person and its Subsidiaries for such period determined on a Consolidated Basis; provided that there shall be excluded, without duplication, (a) the income of such Person and its Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by such Person and its Subsidiaries of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Person and its Subsidiaries), (b) the income or loss of such Person and its Subsidiaries accrued prior to the date such Person becomes a Borrower or is merged into or consolidated with any of the Borrowers or the date that such Person’s assets are acquired by any of the Borrowers, (c) any gains or losses attributable to sales of assets outside of the ordinary course of business, (d) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets (other than current assets), (e) unrealized gains and losses with respect to Hedge Agreements or other derivative instruments for such period, and (f) any gains or losses relating to discontinued operations; provided further that the Net Income of any Person in which any other Person (other than the Borrowers or any director or foreign national holding qualifying shares in accordance with applicable law) has a joint interest shall be included in Consolidated Net Income only to the extent of the percentage interest of such Person owned by the Loan Parties. In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any

Investment or any Transfer permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption.

“ Curable Period ” has the meaning specified in Section 5.6(a) .

“ Cure Amount ” has the meaning specified in Section 5.6(a) .

“ Cure Right ” has the meaning specified in Section 5.6(a) .

“ Default ” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“ Defaulting Borrower ” has the meaning specified in Section 2.19(b) .

“ Defaulting Lender ” means, subject to Section 2.22(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and Administrative Loan Party in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Administrative Agent and Administrative Loan Party in writing that it does not intend to comply with such Lender’s funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or Administrative Loan Party, to confirm in writing to the Administrative Agent and Administrative Loan Party that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Administrative Loan Party), or (d) after the Closing Date, has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other federal or state regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b) ) upon delivery of written notice of such determination to Administrative Loan Party and each Lender.

“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ Disbursement Operating Account Collecting Bank ” has the meaning specified in Section 7.12(a)(i)(C) .

“ Disbursement Operating Account ” has the meaning specified in Section 7.12(a)(i)(C).

the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests or Equity Equivalents that do not qualify as “Disqualified Capital Stock”), pursuant to a sinking fund obligation or otherwise (except as the result of a Change of Control or asset sale so long as any rights of the holders thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans and all Obligations that are accrued and payable and the termination of the Revolving Credit Commitments), or is redeemable at the option of the holder thereof, in whole or in part (other than solely for Equity Interests or Equity Equivalents that do not qualify as “Disqualified Capital Stock”), or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest or Equity Equivalent referred to in clause (a) above, in each case at any time prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date; provided that if such Equity Interest or Equity Equivalent is issued to any plan for the benefit of employees of the Loan Parties or by any such plan to such employees, such Equity Interest or Equity Equivalent shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Loan Parties in order to satisfy applicable statutory or regulatory obligations; provided , further , that any Equity Interest or Equity Equivalent held by any present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of the Loan Parties upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Loan Parties.

“ Dollars ” and the sign “$” each mean the lawful money of the United States of America.

“ Eligible Account ” means an Account of any Borrower generated in the ordinary course of such Borrower’s business from the sale of goods or rendering of Medical Services to a Patient, that is due in its entirety by an Account Debtor that is Medicaid, Medicare, TRICARE or an Approved Insurer under a Third Party Payor Program or certain individuals and that Administrative Agent, in its reasonable credit judgment, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(i) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to a Borrower by an Account Debtor that is Medicaid, Medicare, TRICARE or an Approved Insurer under a Third Party Payor Program;

(iv) if the Account arises from the performance of Medical Services, the Medical Services have not actually been performed, the Medical Services were undertaken in violation of any law, or the Medical Services were performed at a Facility (A) where outstanding Medicare or Medicaid survey deficiencies at Level G, H, I, J, K, L or worse have been outstanding for a period of greater than six (6) months or have resulted in the imposition by Centers for Medicare & Medicaid Services or the applicable state survey agency of sanctions in the form of a program termination, temporary management, denial of payment for new admissions as a result of Medicare or Medicaid survey deficiencies, (B) where any Primary License related to such Facility has been and remains revoked, or (C) which has been, or is expected to be within 30 days of the date on which the relevant Borrowing Base Certificate is to be delivered, closed;

(v) the Account is subject to a Lien (other than Liens in favor of the Administrative Agent or Liens that have been expressly subordinated to the Liens of the Administrative Agent);

(vi) the applicable Borrowers know or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor;

(vii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment;

(viii) the Account Debtor has its principal place of business or executive office outside the United States or the Account is payable in a currency other than U.S. dollars;

(ix) the Account Debtor is an employee, agent, Affiliate or Subsidiary of a Borrower;

(x) more than 10% of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than 150 days past the invoice date;

(xi) 50% or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Eligible Accounts under this Agreement;

(xiii) the Account is not paid directly to or collected directly or indirectly in the Concentration Account;

(xiv) the Account is not subject to a valid and perfected first priority Lien in favor of Administrative Agent for the benefit of the Secured Parties;

(xvi) Accounts for which an invoice has not been sent to the applicable Account Debtor in respect of such Account, in the form otherwise required by such Account Debtor;

(xvii) [ Reserved ;] or

(xviii) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Administrative Agent consistent with its reasonable credit judgment and consistent with its underwriting and general business practices following Administrative Agent’s analysis or audit; provided , that Administrative Agent shall provide notice to Borrowers of any such other specifications and requirements prior to implementation thereof, and such change shall not be effective until the date of delivery of the next Borrowing Base Certificate due after such notice.

“ Environmental Indemnity ” means that certain Amended and Restated Environmental Indemnity Agreement, dated as of the Closing Date, as it may be further supplemented, amended, restated, replaced or otherwise modified from time to time in connection with this Agreement, pursuant to which Loan Parties indemnify Administrative Agent and Lenders for any Environmental Liability.

“ Environmental Liabilities ” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Borrower as a result of, or related to, any Environmental Claim and resulting from the ownership, lease, sublease or other operation or occupation of property by any Borrower, whether on, prior or after the Closing Date.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Event ” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA or Section 4043(c) with respect to a Title IV Plan, other than an event for which the notice requirement has been duly waived under the applicable regulations, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Multiemployer Plan, Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder, (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent and (k) the occurrence of a Foreign Benefit Event.

“ E-Fax ” means any system used to receive or transmit faxes electronically.

“ Event of Default ” has the meaning specified in Section 9.1 .

“ Excluded Taxes ” has the meaning specified in Section 2.17(a).

“ Excluded Issuance ” means a Qualified Equity Issuance (other than Qualified Equity Issuances utilized in connection with an exercise of the Borrowers’ Cure Right under Section 5.6(a) ) to the extent the Net Cash Proceeds thereof shall be contributed, directly or indirectly, to the Borrowers; provided that the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to clause (v) of the definition of “Capital Expenditures”, Section 8.4(k) and/or Section 8.9(b) .

“ Existing Borrowers ” has the meaning specified in the recitals hereto.

“ Facilities ” means, collectively, each hospital, clinic, skilled nursing facility, assisted living facility, independent living facility or mental health facility (or state equivalent of such licensure categories) or other healthcare facility owned, leased or managed by the Borrowers or any of their Subsidiaries, as listed on Schedule 4.16 hereto.

“ Facility Depository Banks ” has the meaning specified in Section 7.12(a)(i)(A) .

“ Facility Lockbox Account ” has the meaning specified in Section 7.12(a)(i)(A) .

“ Facility Lockbox Agreement ” has the meaning specified in Section 7.12(a)(v)(B).

“ Federal Reserve Board ” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“ Fee Letter ” means the letter agreement, dated as of the Closing Date, among Administrative Agent and the Borrowers; and each other letter agreement executed from time to time, as each may be amended, restated, revised, supplemented, replaced or otherwise modified from time to time, with respect to certain fees to be paid from time to time to Administrative Agent and its Related Persons.

“ FHA Mortgagee ” means a lender approved by the Federal Housing Administration to provide loans under HUD’s Section 232 program.

“ Financial Condition Covenants ” means the covenants set forth in Sections 5.1 and 5.2 .

“ Financial Cure Covenant ” has the meaning specified in Section 5.6(a) .

“ Financial Statement ” means each financial statement delivered pursuant to Section 6.1 .

“ Fiscal Quarter ” means each three (3) fiscal month period ending on March 31, June 30, September 30 or December 31.

“ Fiscal Year ” means each 12 month period ending on December 31.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.3 , all references to “ GAAP ” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements.

“ GECC ” has the meaning specified in the preamble to this Agreement.

“ Genesis Healthcare of Maine ” means Genesis Healthcare of Maine, LLC.

“ GHLLC ” means Genesis Healthcare LLC.

Account Name	Account Number	Depository Bank
Orono Operations LLC Govt Receipts	359681324745	KeyBank
Belfast Operations, LLC Govt. Receipts	359681324737	KeyBank
Farmington Operations LLC Govt. Receipts	359681324752	KeyBank
Falmouth Operations, LLC Govt. Receipts	359681324760	KeyBank
Westbrook	359681324778	KeyBank

Operations, LLC Govt. Receipts
Skowhegan SNF Operations LLC Govt. Receipts	359681324786	KeyBank
Lewiston Operations LLC Govt. Receipts	359681324794	KeyBank
Waterville SNF Operations LLC Govt. Receipts	359681324802	KeyBank
Kennebunk Operations LLC Govt. Receipts	359681324810	KeyBank
Camden Operations LLC Govt. Receipts	359681324828	KeyBank
Scarborough Operations LLC Govt. Receipts	359681324836	KeyBank
Genesis Healthcare of Maine, LLC Government Receipts Concentration	359681324711	KeyBank
One Price Drive Operations LLC Government Receipts Depository	9860581033	M&T Bank

Guarantee Obligation of any guaranteeing Person shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by Borrowers in good faith.

“ Guarantors ” has the meaning specified in the preamble to this Agreement.

“ Guaranty Agreement ” means an amended and restated guaranty agreement, in substantially the form of Exhibit H , among Administrative Agent, Borrowers and Guarantors, if any, from time to time party thereto, as such may be amended, restated, replaced or otherwise modified from time to time.

“ Hazardous Material ” means (a) any petroleum or petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas and medical waste; (b) any chemicals, wastes, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, material or substance which is prohibited, limited or regulated by or with respect to which liability is imposed under any Environmental Law.

“ Hedge Agreements ” means all Interest Rate Contracts, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“ HIPAA ” has the meaning specified in the definition of “Healthcare Laws”.

“ HUD ” means the U.S. Department of Housing and Urban Development.

“ HUD Consolidated Group ” means the Borrowers, taken together on a consolidated basis.

“ HUD Intercreditor Agreement (Maine) ” means that certain Intercreditor Agreement, dated as of March 29, 2012, among Administrative Agent on behalf of the Lenders, Cambridge Realty Capital Ltd. of Illinois, and the Existing Borrowers, together with that certain Rider to Intercreditor Agreement, dated as of March 29, 2012, among Administrative Agent on behalf of the Lenders, Cambridge Realty Capital Ltd. of Illinois, and the Existing Borrowers.

“ HUD Master Lease (Maine) ” means that certain HUD Facilities Master Lease, dated as of March 29, 2012, among Cedar Ridge Nursing Care Center Associates, L.P., Harbor Hill Realty, LLC, Marshwood Realty, Inc., Oak Grove Realty, LLC, Brown Trout Acquisition, LLC, Pine Point Realty, Inc., RiverRidge Associates, Wilson Stream Realty, Inc., Sedgewood Realty, LLC, Springbrook Realty, LLC and Winward Gardens Realty LLC, collectively as landlord and Genesis HealthCare of Maine, LLC, as tenant.

“ Indebtedness ” of any Person means at any date, without duplication, any of the following, whether or not matured: (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) trade payables, accrued expenses, current accounts and similar obligations incurred in the ordinary course of such Person’s business, (ii) deferred compensation accrued in the ordinary course of business and (iii) earn-outs and other contingent payments in respect of acquisitions except as and to the extent that the liability on account of any such earn-out or contingent payment appears in the liabilities section of the balance sheet of such Person in accordance with GAAP), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property, in which case only the lesser of the amount of such obligation and the fair market value of such Property shall constitute Indebtedness), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock valued at, in the case of redeemable preferred Equity Interests, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Equity Interests plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedge Agreement with a counterparty other than the Administrative Agent in the event of a termination (including an early termination) on the date of determination, and (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above.

“ Indemnified Matter ” has the meaning specified in Section 11.4(a) .

“ Indemnitee ” has the meaning specified in Section 11.4(a) .

“ Insurance Captive ” means Liberty Health Corporation, Ltd., a Bermuda company, or any other insurance captive or other self-insurance program established by a Borrower.

“ Insurer ” means a Person that insures a Patient against certain of the costs incurred in the receipt by such Patient of Medical Services, or that has an agreement with any Borrower to compensate such Borrower for providing such goods or services to a Patient, including but not limited to Medicaid, Medicare and TRICARE.

hereto; provided , however , that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another such Business Day that falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) Borrower may not select any Interest Period ending after the Scheduled Revolving Credit Termination Date, (d) Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $1,000,000 and (e) there shall be outstanding at any one time no more than 10 Interest Periods.

“ Interest Rate Contracts ” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“ Investment ” has the meaning specified in Section 8.4 .

“ IPO ” means the initial offering by LLC Parent (or a replacement entity for LLC Parent) of its Equity Interests to the public by means of an offering registered with the SEC or any comparable foreign Governmental Authority.

“ IRS ” means the Internal Revenue Service of the United States and any successor thereto.

“ Leases ” means all leases and subleases or any similar document affecting the use, enjoyment or occupancy of the real property, including resident care agreements and service agreements that include an occupancy agreement, whether now existing or hereafter arising.

“ Lender ” means, collectively, each Revolving Credit Lender and any other financial institution or other Person that (a) is listed on the signature pages hereof as a “ Lender ”, or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.

“ LIBOR Rate Loan ” means any Loan that bears interest based on the LIBOR Rate.

“ Liquidity ” means, with respect to any Person, the sum of (a) unrestricted cash and Cash Equivalents, plus (b) Borrowing Availability.

“ LLC Parent ” means FC-GEN Operations Investment, LLC.

“ Loan ” means any loan made or deemed made by any Lender hereunder.

“ Loan Documents ” means, collectively, this Agreement, any Notes, the Guaranty Agreement, the Security Documents (including the Master Lease Intercreditor Agreements and the Control Agreements), the Secured Hedge Agreements and, when executed, each document executed by a Loan Party and delivered to Administrative Agent or any Lender in connection with or pursuant to any of the foregoing or the Obligations, including Cash Management Documents, together with any modification of any term, or any waiver with respect to, any of the foregoing; provided , however , that the Loan Documents shall not include any Environmental Indemnity.

“ Loan Parties ” means, collectively, Borrowers and Guarantors. The relationships among the Loan Parties are shown on the organizational chart attached hereto as Annex II .

“ Loan Parties’ Accountants ” means KPMG, LLP or other nationally-recognized independent registered certified public accountants acceptable to Administrative Agent.

“ Majority Controlled Affiliate ” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided , however , that no Secured Party shall be a Majority Controlled Affiliate of Borrower. For purpose of this definition, “ control ” means the possession of either (a) the power to vote, or the beneficial ownership of, 51% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Master Lease ” means each of the HUD Master Lease (Maine) and each other facility lease or master lease agreement entered into by the Borrowers after the Closing Date.

“ Master Lease Intercreditor Agreement ” means the collective reference to the HUD Intercreditor Agreement (Maine), and any other intercreditor or similar agreement, including any riders attached thereto, entered into as of the Closing Date or pursuant to Section 7.15 .

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations property or financial condition of the Borrowers and their direct and indirect Subsidiaries, taken as a whole, or (b) the validity or enforceability of the Loan Documents or the material rights and remedies of the Administrative Agent and the Lenders thereunder, in each case, taken as a whole.

Indebtedness for all Sections, the “principal amount” of the obligations of any of the Borrowers in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that any of the Borrowers would be required to pay if such Hedge Agreement were terminated at such time.

“ Medical Services ” means medical and health care services, performed or provided by any Borrower to a Patient, which services include, general medical and health care services, physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, assisted living facility services, independent senior housing services, Alzheimer’s services, comprehensive inpatient and outpatient rehabilitation services, home health care services, hospice services, residential and outpatient behavioral healthcare services, and medical or health care equipment provided for a necessary or specifically requested valid and proper medical or health purpose and any other service approved by Administrative Agent in its sole discretion.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

or reserve, the amount released shall be considered Net Cash Proceeds) and (b) in connection with any (i) Qualified Equity Issuance or (ii) issuance or sale of debt securities or instruments or the incurrence of Indebtedness, in each case, the cash proceeds received from such issuance or incurrence, net of transaction costs, attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions, placement fees and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith.

“ Net Income ” has the meaning under and shall be determined in accordance with GAAP.

“ New Borrowers ” has the meaning specified in the recitals hereto.

“ Non-Excluded Taxes ” has the meaning specified in Section 2.17(a).

“ Non-U.S. Lender Party ” has the meaning specified in Section 2.17(d).

“ Note ” means a promissory note of Borrower, in substantially the form of Exhibit B , payable to the order of a Lender in a maximum principal amount equal to the amount of such Lender’s Revolving Credit Commitment.

“ Notice of Borrowing ” has the meaning specified in Section 2.2(a) .

“ Notice of Conversion ” has the meaning specified in Section 2.10(b) .

“ Notice of Intent to Cure ” has the meaning specified in Section 5.6(b) .

“ Obligations ” means, with respect to any Loan Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to Administrative Agent, any Lender, any other Indemnitee, any participant, any SPV or any Secured Hedging Counterparty, other than any Environmental Indemnity, arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Loan Party is a Borrower, all Loans, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, (c) all obligations under Secured Hedge Agreements, (d) all Cash Management Obligations, and (e) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document.

“ OFAC ” means the Officer of Foreign Assets Control of the United States Department of the Treasury.

“ Operations I ” means GEN Operations I, LLC.

“ Operations II ” means GEN Operations II, LLC.

“ Original Credit Agreement ” has the meaning set forth in the recitals hereto.

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery,

performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Overadvance ” has the meaning specified in Section 2.1(a) .

“ Overpaying Borrower ” has the meaning specified in Section 2.19(a) .

“ Parent Company ” means, collectively, LLC Parent, Operations I and Operations II.

“ Patient ” means any Person receiving Medical Services from any Borrower and all Persons legally liable to pay a Borrower for such Medical Services other than Insurers.

“ Patriot Act ” has the meaning specified in Section 4.18(a) .

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permit ” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate (including certificates of occupancy), concession, grant, franchise, variance or permission from any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Permitted Indebtedness ” means any Indebtedness of any Loan Party that is not prohibited by Section 8.1 or any other provision of any Loan Document.

(i) any Transfer by a Permitted Investor to another Permitted Investor;

(ii) any Transfer of a direct or indirect interest in GHLLC by a Permitted Investor to a family trust for estate planning purposes; provided that such Permitted

Investor does not Transfer the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

(iii) any Transfer from any Permitted Investor of any direct or indirect interest in GHLLC to a Majority Controlled Affiliate, or the admission of a new member into a Permitted Investor, provided the Persons that had the power to direct or cause the direction of the management and policies of such Permitted Investor on the Closing Date retain such power over such Permitted Investor; or

“ Permitted Lien ” means any Lien on or with respect to the property of any Loan Party that is not prohibited by Section 8.2 or any other provision of any Loan Document.

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to any interest capitalized in connection with, any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized and undrawn letters of credit thereunder or as otherwise permitted pursuant to Section 8.1 , (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) solely with respect to any Master Lease , the financial covenants and events of default of any such modified, refinanced, refunded, renewed or extended Indebtedness are not, taken as a whole, materially more restrictive to the Loan Parties than the financial covenants and events of default of the Indebtedness being modified, refinanced, refunded, renewed or extended and (e) none of the Borrowers shall be an obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed or extended except to the extent that such Person was such an obligor or guarantor in respect of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Permitted Reinvestment ” means, with respect to the Net Cash Proceeds of any Transfer or Property Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, property useful in the business of a Borrower or any of its Subsidiaries or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage.

“ Pro Forma Basis ” means, for any period, with respect to any proposed acquisition, investment, distribution or any other action which requires compliance with any test or covenant hereunder, compliance as of the transaction date will be determined giving the following pro forma effect to such proposed acquisition investment, distribution or any such other action: (a) pro forma effect will be given to any Indebtedness incurred during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred on the transaction date as if the Indebtedness had been incurred on the first day of the relevant period; (b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedge Agreement applicable to the Indebtedness if the Hedge Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire relevant period; (c) Consolidated Interest Expense related to any Indebtedness no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the relevant period under this Agreement to the extent of the Loans in effect on the transaction date, will be excluded; and (d) pro forma effect will be given to (i) the joinder or release of Loan Parties, and (ii) the acquisition or Transfer of companies, divisions or lines of businesses by the Borrowers, including any acquisition or Transfer of a company, division or line of business since the beginning of the relevant period by a Person that became a Borrower after the beginning of the relevant period that have occurred since the beginning of the relevant period as if such events had occurred, and, in the case of any Transfer, the proceeds thereof applied, on the first day of the relevant period. For purposes of determining Consolidated Interest Expense, Consolidated Rental Expense, Consolidated EBITDA, Consolidated EBITDAR and Consolidated Net Income, any discontinuation of discontinued operations as defined under Financial Accounting Standards Board Accounting Standards Codification 205-20 occurring during the relevant period shall be given effect in accordance with that standard. To the extent that pro forma effect is to be given to an acquisition or Transfer of a company, division or line of business, the pro forma calculation will be based upon the most recent four full Fiscal Quarters for which the relevant financial information is available (including cost savings to the extent such cost savings would be consistent with the definition of “Consolidated EBITDA”).

“ Pro Forma Transaction ” means any transaction consummated in accordance with this Agreement together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“ Pro Rata Outstandings ”, with respect to any Lender at any time, means the outstanding principal amount of Revolving Loans owing to such Lender.

“ Pro Rata Share ” means, with respect to any Lender at any time, the percentage obtained by dividing (a) the sum of the Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the Pro Rata Outstandings hereunder) of such Lender then in effect by (b) the sum of the Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the Pro Rata Outstandings hereunder) of all Lenders then in effect; provided , however , that, if there are no Revolving Credit Commitments and no Pro Rata Outstandings hereunder, such Lender’s Pro Rata Share shall be determined based on the Pro Rata Share most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender pursuant to Section 2.18 .

“ Projections ” means any document delivered pursuant to Section 6.1(g)

“ Property Loss Event ” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“ Protective Advance ” has the meaning specified in Section 11.10.

“ Purchase Money Indebtedness ” has the meaning specified in Section 8.1(d) .

“ Qualified Capital Stock ” means any Equity Interest that is not Disqualified Capital Stock.

“ Qualified Equity Issuance ” means any issuance by LLC Parent of its Equity Interests in a public or private offering or contribution to its capital (in each case, other than in the form of Disqualified Capital Stock) which has been contributed in cash as common equity to the Borrowers.

“ Real Property ” means the real property (including improvements thereon) subject to, and described in, a Master Lease, the Third-Party Leases or owned by a Borrower.

“ Refinancing ” has the meaning specified in the recitals to this Agreement.

“ Register ” has the meaning specified in Section 2.14(b) .

“ Reinvestment Prepayment Amount ” means, with respect to any Net Cash Proceeds on the Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds less any amount paid or required to be paid by any Loan Party to make Permitted Reinvestments with such Net Cash Proceeds pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of the Borrower.

“ Reinvestment Prepayment Date ” means, with respect to any portion of any Net Cash Proceeds of any Transfer or Property Loss Event, the earliest of (a) one (1) year following the completion of the portion of such Transfer or Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any Event of Default set forth in Section 9.1(f)(iii) , and (d) five (5) Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default.

“ Related Documents ” means, collectively, (i) each Master Lease, and (ii) each Master Lease Intercreditor Agreement, and (iii) the HUD Loan Documents (as defined in the applicable Master Lease Intercreditor Agreement).

“ Related Person ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Required Lenders ” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the amounts of the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided , however , at any time when there are two or more unaffiliated Lenders under this Agreement, “Required Lenders” shall include at least two unaffiliated Lenders. Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender”.

“ Resignation Effective Date ” has the meaning specified in Section 10.9(a) .

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock)) with respect to any Equity Interests or Equity Equivalents of Borrowers, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests or Equity Equivalents in any Loan Party.

“ Restricted Person ” means (i) any Defaulting Lender, (ii) any Borrower, (iii) any Loan Party, (iv) any Permitted Investor, and (v) any officer, director or Affiliate of any of the foregoing.

“ Revolving Credit Commitment ” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “ Revolving Credit Commitment ” as it may be amended to reflect Assignments or reduced pursuant to this Agreement.

“ Revolving Credit Facility ” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans.

“ Revolving Credit Lender ” means each Lender that has a Revolving Credit Commitment, holds a Revolving Loan.

“ Revolving Credit Outstandings ” means, at any time, to the extent outstanding at such time, the aggregate principal amount of the Revolving Loans.

“ Revolving Loan ” has the meaning specified in Section 2.1(a) .

“ S&P ” means Standard & Poor’s Rating Services.

“ Scheduled Revolving Credit Termination Date ” means December 3, 2017.

“ SEC ” means the United States Securities and Exchange Commission.

“ Secondary Market Investors ” has the meaning specified in Section 11.2(f) .

“ Secondary Market Transaction ” has the meaning specified in Section 11.2(f) .

“ Secured Parties ” means the Lenders, the Administrative Agent, any Secured Hedging Counterparty, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“ Security Agreement ” means that certain Amended and Restated Security Agreement, dated as of the Closing Date, among Loan Parties and Administrative Agent and the other entities from time to time party thereto, as it may be amended, restated, replaced or otherwise modified from time to time

“ Security Documents ” means the collective reference to the Security Agreement, each Master Lease Intercreditor Agreement and all other security documents hereafter delivered to the Administrative Agent purporting to grant or specify the priority of a Lien on any Property of any Loan Party to secure the Obligations.

“ Sponsor ” means Formation Capital LLC.

“ SPV ” means any special purpose funding vehicle identified as such in a writing by any Lender to Administrative Agent.

“ Subordinated Debt ” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions reasonably satisfactory to Administrative Agent.

“ Subsidiary ” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrowers; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a director’s “qualifying share” of the former Person shall be deemed to be outstanding.

“ Substitute Lender ” has the meaning specified in Section 2.18(a) .

“ SunBridge Healthcare ” means SunBridge Healthcare, LLC.

“ Supermajority Lenders ” means, at any time, Lenders having at such time in excess of 66 2/3% of the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the principal amount of the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person and, at any time when there are more than three (3) unaffiliated Lenders under this Agreement, “Supermajority Lenders” shall include at least three (3) unaffiliated Lenders, and at any time when there are two (2) or three (3) unaffiliated Lenders under this Agreement, “Supermajority Lenders” shall include at least two (2) unaffiliated Lenders Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Supermajority Lender”.

“ Sweep Event ” means the occurrence of any of the following events, whether or not declared by Administrative Agent as an Event of Default:

(i) an Event of Default;

(ii) Borrowers’ failure to comply with any financial covenant pursuant to Article 5 (without giving effect to any cure period applicable thereto);

(iv) Administrative Agent or any Lender shall have commenced foreclosure or execution on any of the Collateral as permitted under any Loan Document.

“ Tax Affiliate ” means (a) Borrowers and (b) any Affiliate of any Borrower with which such Borrower files or is eligible to file consolidated, combined or unitary Tax Returns.

“ Tax Returns ” has the meaning specified in Section 4.8 .

“ Third-Party Leases ” means, collectively, leases, other than the Master Leases, of long term care facilities, nursing homes, assisted living facilities, independent living facilities, hospice facilities or other healthcare facilities, but not including rehabilitation facilities or medical office buildings, leased and operated by any Borrower, including but not limited to those listed on Schedule 4.16 hereto.

its Subsidiaries has entered into a participation agreement, provider agreement, or similar arrangement for coverage of eligible Patients.

“ Transfer ” means, with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other effectively complete disposition thereof.

“ TRICARE ” means (a) the United States of America acting under TRICARE, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“ United States ” means the United States of America.

“ Unused Daily Balance ” has the meaning specified in Section 2.11(a) .

“ U.S. Lender Party ” has the meaning specified in Section 2.17(e).

Section 1.2 UCC Terms . The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “depository bank”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

Section 1.3 Accounting Terms and Principles .

(a) GAAP . All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by the HUD Consolidated Group or any other Loan Party shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 5 or Article 8 unless Borrowers, Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article 5 or Article 8 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.”

Section 1.4 Interpretation .

covenants set forth in Article 5 of this Agreement prior to the date that such covenants are first tested, such provision shall be deemed to refer to the first covenant level set forth in each applicable financial covenant.

ARTICLE 2
THE CREDIT FACILITIES

Section 2.1 The Commitments .

(a) Revolving Credit Commitments . On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to continue its loans made pursuant to the Original Credit Agreement and to make certain additional loans in Dollars (each a “ Revolving Loan ”) to Borrowers from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $10,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided , however , that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments exceed the aggregate Revolving Credit Outstandings at such time; provided , further , that no Revolving Loan to be made shall, at any time, exceed the Borrowing Availability. If, at any time, the Revolving Credit Outstandings exceed the lesser of (x) Borrowing Base and (y) the Revolving Credit Commitments of all Lenders then in effect (any such excess is herein referred to as an “ Overadvance ”), Lenders shall not be obligated to make any Revolving Loan and the Revolving Loans must be repaid immediately in an amount sufficient to eliminate any Overadvance. Within the limits set forth in the first sentence of this clause (a) , amounts of Revolving Loans repaid may be reborrowed under this Section 2.1 .

(b) Subsequent Advances . Upon request of Administrative Loan Party on behalf of Borrowers and upon satisfaction of the conditions precedent set forth in Section 3.2 , each Revolving Loan Lender shall make Revolving Loans pursuant to the provisions set forth in this Article 2 .

Section 2.2 Borrowing Procedures .

(a) Notice From Borrower . Each Borrowing shall be made on notice given by Administrative Loan Party on behalf of Borrowers to Administrative Agent not later than 10:00 a.m. on the date of the proposed Borrowing in the case of a Borrowing of Base Rate Loan or 10:00 am on the date that is three (3) Business Days prior to the proposed Borrowing of a LIBOR Rate Loan. Each such notice may be made in a writing substantially in the form of Exhibit C (a “ Notice of Borrowing ”) duly completed and delivered prior to such Borrowing. Loans shall be made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15 , the Notice of Borrowing specifies that all or a portion thereof shall be LIBOR Rate Loans. Each Borrowing shall be in an aggregate amount that is an integral multiple of $100,000. In the event the Revolving Credit Outstandings are greater than or equal to 50% of the Revolving Credit Commitment, every Notice of Borrowing shall be accompanied by a Borrowing Base Certificate.

(b) Notice to Each Lender . Administrative Agent shall give to each Lender prompt notice of Administrative Agent’s receipt of a Notice of Borrowing and, if LIBOR Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate. Each Lender shall, before 1:00 p.m. on the date of the proposed Borrowing, make available to Administrative Agent at its address referred to in Section 11.11 , such Lender’s Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set forth in Section 3.2 , Administrative Agent shall make such funds available to Borrower.

(c) Defaulting Lenders . Unless Administrative Agent shall have received notice from any Lender prior to the date such Lender is required to make any payment hereunder with respect to any Loan that such Lender will not make such payment (or any portion thereof) available to Administrative Agent, Administrative Agent may assume that such Lender has made such payment available to Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and Administrative Agent shall, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent made available such amount to Borrowers had such Lender made a corresponding payment available; provided , however , that such payment shall not relieve such Lender of any obligation it may have to Borrowers. In addition, any Defaulting Lender agrees to pay such amount to Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility. Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. The existence of any Defaulting Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrowers against any Defaulting Lender.

Section 2.3 Reserved .

Section 2.4 Reserved .

Section 2.5 Reduction and Termination of the Commitments . All outstanding Revolving Credit Commitments shall terminate (i) on the Scheduled Revolving Credit Termination Date or, (ii) in connection with an optional repayment pursuant to Section 2.7 in the amount of such prepayment or (iii) in connection with a mandatory prepayment pursuant to Section 2.8(d).

Section 2.6 Repayment of Revolving Loan . Borrowers promise to repay the entire unpaid principal amount of the Revolving Loans on or before the Scheduled Revolving Credit Termination Date.

Section 2.7 Optional Prepayments . On or before the 2nd anniversary of the Closing Date, upon 5 Business Days irrevocable prior written notice to Administrative Agent ( provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the outstanding principal amount of the Revolving Credit Facility and the other Obligations related thereto including the Obligations set forth in Section 2.16(a) , and terminate the Revolving Credit Commitment, in whole or in part, subject to the payment of the Termination Fee, and thereafter, upon 5 Business Days irrevocable prior written notice to Administrative Agent ( provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the Revolving Credit Facility (and the other Obligations related thereto, including the Obligations set forth in Section 2.16(a) ), and terminate the Revolving Credit Commitment, in whole or in part, without premium or penalty. Any such prepayment made (i) in part shall be in an aggregate amount not less than $1,000,000 and that is an integral multiple of $100,000 or (ii) in full shall be in an amount equal to the entire remaining balance of the Obligations.

Section 2.8 Mandatory Prepayments .

(a) Asset Sales, Property Loss Events and Releases . Subject to clause (e) , below, upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Transfer by any Borrower of any of its property other than Transfers of its own Equity Interests and Transfers of property, each as permitted under Section 8.5 or (ii) any Property Loss Event with respect to any property of any Borrower to the extent resulting in the receipt by any Borrower of Net Cash Proceeds in excess of $1,000,000, the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided , however , that, upon any such receipt, as long as no Event of Default shall be continuing, any Loan Party may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.

(b) Equity and Debt Issuances . Subject to clause (e) , below, upon receipt on or after the Closing Date by any Loan Party of Net Cash Proceeds arising from (i) the issuance or Transfer by any Borrower of its own Equity Interests (other than any issuance of common Equity Interests of any Borrower occurring in the ordinary course of business to any director, member of the management or employee of such Borrower or any Subsidiary of such Borrower), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal

to 100% of such Net Cash Proceeds or (ii) the incurrence by any Borrower of Indebtedness of the type specified in clause (a) or (b) of the definition thereof, the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds.

(c) Excess Outstandings . On any date on which the aggregate principal amount of Revolving Credit Outstandings exceeds the lesser of the aggregate Revolving Credit Commitments and the Borrowing Base, Borrower shall pay to Administrative Agent an amount equal to such excess.

(d) ABL Credit Facility . Upon termination of the ABL Credit Agreement, Borrower shall immediately pay to Administrative Agent an amount equal to the Revolving Credit Outstandings, and the Revolving Credit Facility shall terminate.

(e) Application of Payments . Any payments made to Administrative Agent pursuant to this Section 2.8 , unless specifically stated otherwise, shall be subject to the applicable Termination Fee, if any. All payments pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b) . Notwithstanding the foregoing, if any Lease, including the Master Leases (as existing on the date hereof and not amended, modified or entered into in violation of this Agreement) requires the application of such proceeds in a manner inconsistent with clause (a) , as applicable, above, Administrative Loan Party on behalf of Borrowers (1) shall provide notice to Administrative Agent, (2) shall apply, or shall cause the applicable Borrower to apply, the proceeds of such insurance as directed in the respective Lease and (3) shall not be required to apply such proceeds in accordance with clause (a) above .

Section 2.9 Interest .

(a) Rate . All Loans and the outstanding amount of all other Obligations (other than pursuant to Secured Hedge Agreements) shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made, and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate in effect from time to time plus the Applicable Margin — Base Rate, (ii) in the case of LIBOR Rate Loans that are Revolving Loans, at a rate per annum equal to the sum of the LIBOR — Revolving Loan and the Applicable Margin — Revolving Credit LIBOR Loan, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin — Base Rate in effect from time to time.

(b) Payments . Interest accrued shall be payable in arrears commencing on the Closing Date, and

(i) if accrued on the principal amount of any Loan,

(A) with respect to any Loan, at maturity (whether by acceleration or otherwise) or upon any prepayment of the principal amount on which such interest has accrued;

(B) (1) if such Loan is a Base Rate Loan, on the last day of each calendar quarter commencing on the first such day following the making of such Loan, and (2) if such Loan is a LIBOR Rate Loan, on the last day of each Interest

Period applicable to such Loan and, if applicable, on each date during such Interest Period occurring every three months from the first day of such Interest Period; and

(ii) if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).

(iii) Notice of the amount to be paid shall be sent to Administrative Loan Party (for all Borrowers) on or about the first day of each month during which any amount is to be paid, which notice shall include each Obligation then due and owing.

(c) Default Interest . Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (i) the occurrence of any Event of Default under Section 9.1(g) or (h) or (ii) the delivery of a notice by Administrative Agent or the Required Lenders to Borrowers during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation then due and payable) shall bear interest at a rate that is 2.0% per annum in excess of the interest rate then applicable to such Obligations, payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

Section 2.10 Conversion and Continuation Options .

(a) Option . Each LIBOR Rate Loan shall continue from one Interest Period to the succeeding Interest Period as a LIBOR Rate Loan unless (i) Administrative Loan Party on behalf of Borrowers requests such Loan to be converted to a Base Rate Loan, (ii) such continuation is prohibited by this Section 2.10 or (iii) the last day of such succeeding Interest Period is after the Scheduled Revolving Credit Termination Date (in which case, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to a Base Rate Loan). Borrowers may convert any LIBOR Rate Loan to a Base Rate Loan at any time on any Business Day, upon prior written notice to Administrative Agent of Borrower’s desire to convert such LIBOR Rate Loan into a Base Rate Loan, subject to the payment of any breakage costs required by Section 2.16(a) . In the case of Base Rate Loans, Borrowers may convert such Base Rate Loans or any portion thereof into LIBOR Rate Loans at any time on any Business Day upon three (3) Business Days prior notice to Administrative Agent; provided , however , that, no conversion in whole or in part of Base Rate Loans to LIBOR Rate Loans and no continuation in whole or in part of LIBOR Rate Loans shall be permitted at any time at which (1) an Event of Default shall be continuing and Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit such conversions or continuations or (2) such continuation or conversion would be made during a suspension imposed by Section 2.15 .

(b) Procedure . Each such election shall be made by giving Administrative Agent prior notice in accordance with clause (a) above, either (i) in substantially the form of Exhibit F (a “ Notice of Conversion ”) duly completed or (ii) pursuant to an E-System (including “MyAccount”) designated for such purpose by Administrative Agent. Each partial conversion or continuation shall be allocated ratably among the Lenders in the Revolving Credit Facility in accordance with their Pro Rata Share.

Section 2.11 Fees .

(a) Unused Commitment Fee . Borrowers agree to pay to Administrative Agent for the benefit of each Revolving Credit Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment exceeds the Revolving Credit Outstandings (the “ Unused Daily Balance ”) from the Closing Date through the Revolving Credit Termination Date at a rate per annum equal to 0.50% payable in arrears (x) on the first day of each calendar month and (y) on the Revolving Credit Termination Date. For purposes of this Section 2.11(a) , the Revolving Credit Commitment of any Defaulting Lender shall be deemed to be zero.

(b) [Reserved] .

Section 2.12 Application of Payments .

(a) Application of Voluntary Prepayments . Unless otherwise provided in this Section 2.12 or elsewhere in any Loan Document, all voluntary prepayments received by Administrative Agent shall be applied as designated by Administrative Loan Party on behalf of Borrowers.

(c) Application of Payments During an Event of Default . Each Loan Party hereby irrevocably waives, and agrees to cause each Loan Party to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, Administrative Agent may, and, upon (1) the direction of the Required Lenders or (2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2 , shall apply all payments in respect of any Obligation and all proceeds of Collateral first , to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to Administrative Agent, second , to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Revolving Credit Lenders (in their capacity as Lenders), third , to pay interest then due and payable in respect of the Revolving Loans, fourth , to repay the outstanding principal amounts of the Revolving Loans and to pay amounts owing with respect to Secured Hedge Agreements (but paid only to the extent and up to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent in its sole credit judgment), and fifth , to the ratable payment of all other Obligations, including Cash Management Obligations.

by such Lender or Borrower, second , to pay the outstanding principal amount of the foregoing obligations and third , to repay the Revolving Loans. All repayments of any Revolving Loans shall be applied first , to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as LIBOR Rate Loans with those LIBOR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12 , the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

Section 2.13 Payments and Computations .

(a) Procedure . Administrative Loan Party on behalf of each Borrower shall make each payment under any Loan Document not later than 1:00 p.m. on the day when due to Administrative Agent by a single wire transfer for the Revolving Loan to the following account (or at such other account or by such other means to such other address as Administrative Agent shall have notified Administrative Loan Party for each Borrower in writing at least five (5) Business Days prior to such payment) in immediately available Dollars and without setoff or counterclaim:

ABA No. 021-001-033
Account Number 50271079
Deutsche Bank Trust Company Americas
Account Name: HH Cash Flow Collections
Reference: Genesis HealthCare LLC HFS# 2991

(d) Advancing Payments . Unless Administrative Agent shall have received notice from Administrative Loan Party on behalf of each Borrower to the Lenders prior to the date on which any payment is due hereunder that Borrowers will not make such payment in full, Administrative Agent may assume that Borrowers have made such payment in full to Administrative Agent on such date and Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that Borrowers shall not have made such payment in full to Administrative Agent, each Lender shall repay to Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the Revolving Credit Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to Administrative Agent.

Section 2.14 Evidence of Debt .

(a) Records of Lenders . Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of each Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to Administrative Agent, acting as agent of each Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify Borrower) a record of ownership, in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any Obligation, in any Revolving Credit Commitment and in any right to receive any payment hereunder.

(b) Records of Administrative Agent . Administrative Agent, acting as agent of each Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14 , shall establish and maintain at its address referred to in Section 11.11 (or at such other address as Administrative Agent may notify Borrower) (A) a record of ownership (the “ Register ”) in which Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Administrative Agent, each Lender and the Revolving Credit Outstandings, each of their obligations under this Agreement to participate in each Loan and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Revolving Credit Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, for LIBOR Rate Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, and (5) any other payment received by Administrative Agent from any Borrower and its application to the Obligations.

(c) Registered Obligations . Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans) are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of

Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).

(d) Prima Facie Evidence . The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided , however , that no error in such account and no failure of any Lender or Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms. In addition, the Loan Parties, Administrative Agent, the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by Borrower, Administrative Agent, such Lender at any reasonable time and from time to time upon reasonable prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Administrative Agent.

Section 2.15 Suspension of LIBOR Rate Option . Notwithstanding any provision to the contrary in this Article 2 , the following shall apply:

(a) Interest Rate Unascertainable, Inadequate or Unfair . In the event that (A) Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBOR — Revolving Loan is determined or (B) Required Lenders, as the case may be, notify Administrative Agent that the LIBOR — Revolving Loan, as the case may be, for any Interest Period will not adequately reflect the cost to such Lenders of making or maintaining such Loans for such Interest Period by reason of any changes arising after the Closing Date, Administrative Agent shall promptly so notify Administrative Loan Party and such Lenders, whereupon the obligation of each such Lender to make or to continue LIBOR Rate Loans shall be suspended as provided in clause (c) below until Administrative Agent shall notify Administrative Loan Party that the Required Lenders, as the case may be, have determined that the circumstances causing such suspension no longer exist.

(b) Illegality . If any Lender determines that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make LIBOR Rate Loans or to continue to fund or maintain LIBOR Rate Loans, then, on notice thereof and demand therefor by such Lender to Administrative Loan Party through Administrative Agent, the obligation of such Lender to make or to continue LIBOR Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through Administrative Agent, notify Administrative Loan Party that it has determined that it may lawfully make LIBOR Rate Loans.

Section 2.16 Breakage Costs; Increased Costs; Capital Requirements .

(a) Breakage Costs . Borrowers shall compensate each Lender, upon demand from such Lender to such Borrower (with copy to Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the LIBOR Rate Loans of such Lender to Borrowers but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may incur (A) to the extent, for any reason other than solely by reason of such Lender being a Defaulting Lender, a proposed Borrowing, conversion into or continuation of LIBOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by Administrative Loan Party on behalf of Borrowers, (B) to the extent any LIBOR Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.15 ) on a date that is not the last day of the applicable Interest Period or (C) as a consequence of any failure by Borrowers to repay LIBOR Rate Loans when required by the terms hereof. For purposes of this clause (a) , each Lender shall be deemed to have funded each LIBOR Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.

(b) Increased Costs . If at any time any Lender determines that, after the Closing Date, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Reserve Requirements) from any Governmental Authority shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any LIBOR Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit or (ii) imposing any other cost to such Lender with respect to compliance with its obligations under any Loan Document, then, upon demand by such Lender (with copy to Administrative Agent), Borrowers shall pay to Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such increased cost.

(c) Increased Capital Requirements . If at any time any Lender determines that, after the Closing Date, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Reserve Requirements) from any Governmental Authority regarding capital adequacy, reserves, liquidity requirements, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or any similar requirement (in each case other than any imposition or increase of Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender’s (or any corporation controlling such Lender) as a consequence of its obligations under or with respect to any Loan Document to a level below that which, taking into account the capital adequacy policies of such Lender, or corporation, such Lender, or corporation

could have achieved but for such adoption or change, then, upon demand from time to time by such Lender (with a copy of such demand to Administrative Agent), Borrowers shall pay to Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction.

(d) Compensation Certificate . Each demand for compensation under this Section 2.16 shall be accompanied by a certificate of the Lender claiming such compensation, setting forth the amounts to be paid hereunder, which certificate shall be prima facie evidence of such, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date such Lender notifies the Borrowers of such Lender’s intention to claim compensation therefore; provided that if the circumstances giving rise to such claim have retroactive effect, then such six month period shall be extended to include such period of retroactive effect.

Section 2.17 Taxes .

withholding of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. For avoidance of doubt, payments made to any Secured Party arising under a document or agreement other than a Loan Document (but including any Secured Hedge Agreement or Cash Management Document) shall not be subject to adjustment under this Section 2.17 .

(b) The Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(d) Each Secured Party that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) (a “ Non-U.S. Lender Party ”) shall deliver to Administrative Loan Party and the Administrative Agent (or, in the case of a participant, to Administrative Loan Party and to the Lender from which the related participation shall have been purchased) (i) two accurate and complete original, signed copies of IRS Form W-8ECI, W-8EXP, W-8BEN (claiming benefits under an applicable treaty) or W-8IMY (together with any applicable underlying forms), whichever is applicable, (ii) in the case of a Non-U.S. Lender Party claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit L and two accurate and complete original, signed copies of IRS Form W-8BEN, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such Non-U.S. Lender Party. Such forms shall be delivered by each Non-U.S. Lender Party on or before the date it becomes a party to this Agreement (or, in the case of any participant, on or before the date such participant purchases the related participation). In addition, each Non-U.S. Lender Party shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender Party. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender Party shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender Party is not legally able to deliver.

(e) Each Secured Party that is a United States Person (as such term is defined in Section 7701(a)(30) of the Code) (a “ U.S. Lender Party ”) shall deliver to Administrative Loan Party and the Administrative Agent two accurate and complete original, signed copies of IRS Form W-9, or any subsequent versions or successors to such form. Such forms shall be delivered by each U.S. Lender Party on or before the date it becomes a party to this Agreement. In addition, each U.S. Lender Party shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such U.S. Lender Party.

(f) The Borrowers shall indemnify the Administrative Agent and any Secured Party, within 30 days after the written demand therefor, the full amount of any Non-Excluded Taxes or Other Taxes (including any Non-Excluded Taxes or Other Taxes imposed or asserted on amounts payable under this Section) payable or paid by the Administrative Agent or Secured Party whether or not such Taxes are correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such amount or liability delivered to Administrative Loan Party by a Secured Party (with a copy to the Administrative Agent) or by the Administrative Agent on its behalf of on behalf of a Secured Party, shall be conclusive absent manifest error.

(g) If any Secured Party determines, in good faith, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall promptly pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Secured Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Secured Party, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Secured Party in the event the Administrative Agent or such Secured Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or Lender be required to pay any amount to the Borrowers pursuant to this paragraph (g) the payment of which would place the Secured Party in a less favorable net after-Tax position than the Secured Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Secured Party to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other Person.

(i) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Administrative Loan Party and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Administrative Loan Party or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Administrative Loan Party or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, FATCA shall include any amendments made to FATCA after the date of this Agreement.

(j) The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

Section 2.18 Substitution of Lenders .

(a) Substitution Right . In the event that any Lender in the Revolving Credit Facility that is not an Affiliate of Administrative Agent (an “ Affected Lender ”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16 , (ii) notifies Administrative Loan Party pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any LIBOR Rate Loan in the Revolving Credit Facility, (iii) makes a claim for payment pursuant to Section 2.17 (Taxes), (iv) becomes a Defaulting Lender with respect to the Revolving Credit Facility or (v) does not consent to any request made by Administrative Loan Party on behalf of Borrowers in good faith for an amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders in the Revolving Credit Facility, Borrowers may substitute for such Affected Lender in the Revolving Credit Facility any Lender or any Affiliate of any Lender or any other Person (other than a Restricted Person) reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 11.2(b) (in each case, a “ Substitute Lender ”).

(b) Procedure . To substitute such Affected Lender under the Revolving Credit Facility, Administrative Loan Party on behalf of Borrowers shall deliver a notice to Administrative Agent and such Affected Lender. The effectiveness of such substitution shall be subject to the delivery to Administrative Agent by Administrative Loan Party on behalf of Borrowers (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such substitution, all Obligations owing to such Affected Lender with respect to the Revolving Credit Facility (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender in the Revolving Credit Facility, but shall not include, and Borrowers shall not be assessed any Termination Fee), and (ii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption agreement in form and substance satisfactory to Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Revolving Credit Commitment of the Affected Lender under the Revolving Credit Facility; provided that (u) such replacement does not conflict with any Requirement of Law, (v) the Borrowers shall be liable to such replaced Lender under Section 2.16 (as though Section 2.16 were applicable) if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (w) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 11.2(b) , (x) the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.17 , as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (y) if applicable, the replacement financial institution shall consent to such amendment or waiver and (z) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

(c) Effectiveness . Upon satisfaction of the conditions set forth in clause (b) above, Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full in the Revolving Credit Facility, such Affected Lender’s Revolving Credit Commitments in the Revolving Credit Facility shall be terminated and (ii) in the case of any substitution in the Revolving Credit Facility, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents with respect to the Revolving Credit Facility, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Revolving Credit Commitments, (B) the Substitute Lender shall become a “Lender” hereunder having a Revolving Credit Commitment in the Revolving Credit Facility in the amount of such Affected Lender’s Revolving Credit Commitment in the Revolving Credit Facility and (C) the Affected Lender shall execute and deliver to Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession with respect to the Revolving Credit Facility; provided , however , that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.

Section 2.19 Contribution .

(c) Deemed Guaranty, Waivers . To the extent any of the obligations of any individual Borrower under this Agreement or the Loan Documents are deemed to constitute a guaranty, such individual Borrower unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder or under any Loan Document including: (i) any demand for payment or performance and protest and notice of protest, (ii) any notice of acceptance, (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any guaranteed obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, (iv) any other notice in respect of any guaranteed obligation or any part thereof, and (v) any defense arising by reason of any disability or other defense of any other Borrower. While the Obligations are outstanding, such individual Borrower further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against any other Borrower by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Person or set off any of its obligations to such other Person against obligations of such other Person to any other Borrower. No obligation of such individual Borrower shall be discharged other than by complete performance or express written waiver.

(iv) the failure by any Person to take any steps to perfect and maintain any lien on, or to preserve any rights with respect to, any Collateral;

(viii) the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of any other Borrower;

(ix) receipt by any Borrower of any notice or directive given at any time that is inconsistent with this Section 2.19 ; or

Section 2.20 Reserved .

Section 2.21 Reserved .

Section 2.22 Defaulting Lenders .

(ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as the Borrowers may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and, sixth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

ARTICLE 3
CONDITIONS TO LOANS

Section 3.1 Conditions Precedent to Loans . The obligation of each Lender to continue any Loan on the Closing Date is subject to the satisfaction or due waiver of each of the following conditions precedent:

(a) Certain Documents . Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated on or as of the Closing Date unless otherwise

agreed by Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent:

(iii) [Reserved] ;

(iv) duly executed favorable opinions of counsel to the Loan Parties addressed to Administrative Agent and the Lenders and addressing, among other things, power and authority of Loan Parties, due execution and delivery and enforceability of this Agreement and the enforceability of the Loan Documents and the enforceability of the Liens arising under the Loan Documents, and such other matters as Administrative Agent may reasonably request, as reasonably approved by Administrative Agent;

(vii) a certificate of a Responsible Officer of Borrowers to the effect that (A) each condition set forth in 3.1(e)(ii) and Section 3.2(b) has been satisfied and (B) both the Loan Parties taken as a whole and Borrowers are Solvent giving effect to the payment required pursuant to clause (b) , below, and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto;

(viii) [Reserved]; and

(ix) not later than the date three (3) days prior to the Closing Date, all documents and information reasonably determined by any Lender as being required by regulatory authorities under the Patriot Act or any applicable “know your customer” or anti-money laundering rules or regulations, to the extent requested at least ten (10) days prior to the Closing Date.

(b) Fee and Expenses . There shall have been paid to Administrative Agent, for the account of Administrative Agent, its Related Persons, or any Lender, as the case may be, all fees and all reimbursements of reasonable out-of-pocket costs or expenses, in each case due and payable under any Loan Document and invoiced at least one Business Day prior to the Closing Date.

(d) Insurance Certificates . The Borrowers shall have used commercially reasonable efforts to deliver to the Administrative Agent certificates in form and substance reasonably satisfactory to the Administrative Agent from the Borrowers’ insurance broker demonstrating that the insurance required to be maintained by Section 7.5 are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as additional insured or loss payee thereunder to the extent required by such Section 7.5 .

(e) Closing Date Transactions . Administrative Agent shall be satisfied that (i) all documents, agreements, and certificates including all side letters executed and delivered in connection with this Agreement have been executed and delivered and each Related Document shall have been executed and delivered and shall be a valid and binding obligation of the parties thereto, enforceable against the such parties in accordance with its terms and (ii) the Master Leases shall not have been modified in any manner that would reasonably be expected to (A) materially adversely affect the tenant or the tenant’s business, (B) materially adversely affect the rights of the Lenders as provided in the applicable Master Lease Intercreditor Agreement;

Section 3.2 Conditions Precedent to Each Loan . The obligation of each Lender on any date (including the Closing Date) to make any Loan is subject to the satisfaction of each of the following conditions precedent:

(a) Request . Administrative Agent shall have received, to the extent required by Article 2 , a written, timely and duly executed and completed Notice of Borrowing and Borrowing Base Certificate demonstrating that, after giving effect to the requested Loan, the aggregate principal amount of Revolving Credit Outstandings does not exceed the Borrowing Availability.

(b) Representations and Warranties; Financial Covenants; No Defaults . The following statements shall be true on such date, both before and after giving effect to such Loan: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material respects on and as of such date, unless, in each case, such representations and warranties expressly relate to an earlier date, then on and as of such earlier date, (ii) the Borrowers shall be

in compliance with Section 5.1 of this Agreement, and (iii) no Default or Event of Default shall be continuing.

(c) Additional Matters . Administrative Agent shall have received such additional documents and information as any Lender, through Administrative Agent, may reasonably request.

The representations and warranties set forth in any Notice of Borrowing (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan and the acceptance of the proceeds thereof.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce the Lenders and Administrative Agent to enter into the Loan Documents, each Loan Party represents and warrants to each of them each of the following on and as of each date applicable pursuant to Section 3.2 :

Section 4.1 Corporate Existence; Financial Statements; Compliance with Law .

(a) Except as set forth on Schedule 4.1 , each Loan Party (i) is duly and solely organized, validly existing and in good standing under the laws of the jurisdiction of its organization and does not constitute a joint venture, (ii) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under a Lease or sublease, as applicable, and to conduct its business as now or currently proposed to be conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (iv) is in compliance with all applicable Requirements of Law and Healthcare Laws, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and (v) has all necessary Permits and Primary Licenses from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits and Primary Licenses, make such filings or give such notices, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth on Schedule 4.1 , each Facility (i) is being operated as an assisted living, skilled nursing or independent living facility, as set forth on Schedule 4.16 attached hereto, (ii) is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements and (iii) is in compliance with all applicable Requirements of Law and Healthcare Laws (giving effect to any waivers thereof currently in place), including all Primary Licenses, except, in each case, where the failure to be in conformance or compliance would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, each Facility has a provider agreement that is in full force and effect under Medicare and/or Medicaid, as the case may be, except where the failure to do so would be limited to one or more Facilities accounting in the aggregate for less than 5% of Consolidated EBITDAR of the HUD Consolidated Group. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any

Third-Party Payor Program , to which any Borrower may presently be subject with respect to any Facility that could reasonably be expected to have a Material Adverse Effect. No Third Party Payor Program or private insurance cost report for any Facility remains open or unsettled in any material amount.

(c) Except as set forth on Schedule 4.1 , all Primary Licenses necessary for using and operating the Facilities for the uses described in clause (b) above are either held by the Borrower, or in the name of the applicable Borrower, as required under applicable Requirements of Law, and are in full force and effect, except where Borrowers’ failure to have same could not reasonably be expected to have a Material Adverse Effect.

(d) To the Borrowers’ knowledge, with respect to any Facility, there are no proceedings by any Governmental Authority or notices thereof that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on the Borrowers’ ability to accept and/or retain patients or residents or operate such Facility for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to any Borrower’s ability to accept and/or retain patients or residents or operate such Facility, reimbursement for which is provided under Medicare or Medicaid, except to the extent that the same could not be reasonably likely to have an adverse impact on one or more Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the HUD Consolidated Group, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Permits or Primary Licenses, other than a transfer of such Permit or Primary License to a new location or to any Borrower if such Permit or Primary License is not already held by such Borrower, and (iii) to affect any Borrower’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect, and, with respect to any Borrower’s continued participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the HUD Consolidated Group.

(e) With respect to any Facility, except as set forth on Schedule 4.1(e) , no Facility currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Facility, any Borrower or against any officer, director, partner, member or stockholder of any Borrower, by any Governmental Authority, and there have been no violations threatened in writing against any Facility’s, or any Borrower’s certification for participation in applicable Third-Party Payor Programs that remain open or unanswered, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect and, with respect to any Facility’s or any Borrower’s certification for participation in Medicare or Medicaid, except to the extent that the same could not reasonably be expected to affect one or more Facilities accounting in the aggregate for more than 5% the Consolidated EBITDAR of the HUD Consolidated Group.

Medicaid (other than customary audit rights pursuant to Medicare or Medicaid), could reasonably be expected to adversely affect any Borrower or one or more Facilities accounting in the aggregate for more than 5% of the Consolidated EBITDAR of the HUD Consolidated Group.

Section 4.2 Loan and Related Documents .

(a) Power and Authority . The execution, delivery and performance by each Loan Party of the Loan Documents and the Related Documents to which it is a party and the consummation of the other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law in any material respect, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Related Documents and Loan Documents) other than those that (x) have been permanently waived or consented to in writing by the applicable counterparty or (y) would not, in the aggregate, have a Material Adverse Effect or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents, (B) those listed on Schedule 4.2 and that have been, or will be, prior to the Closing Date, obtained or made, copies of which have been, or, upon request, will be, prior to the Closing Date, made available or delivered to the Administrative Agent, and each of which on the Closing Date, will be in full force and effect and (C) those which the failure to obtain would not result in a Material Adverse Effect. The Master Leases are valid, binding and enforceable in accordance with their respective terms.

Section 4.3 Reserved .

Section 4.4 Reserved .

Section 4.6 Solvency . Both before and after giving effect to (a) the Loans made on or prior to the date this representation and warranty is made, (b) the disbursement of the

proceeds of such Loans, (c) the consummation of the transactions contemplated by the Related Documents and (d) the payment and accrual of all transaction costs in connection with the foregoing and any contribution and indemnification between any Person and each Loan Party, each Loan Party is Solvent.

Section 4.8 Taxes . Except as set forth on Schedule 4.8 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Loan Party have been filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party in accordance with GAAP. Other than as set forth on Schedule 4.8 , no material Tax Return is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has been given or made by any Governmental Authority. Except as set forth on Schedule 4.8 , or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

Section 4.13 ERISA .

including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (ii) no Loan Party is subject to or has received written notice of any Environmental Claim, or to its knowledge been threatened with any potential Environmental Claim, excluding any Environmental Claim which has been fully resolved with no further obligations on the part of said Loan Party, (iii) no Loan Party has received notice from a Governmental Authority that a Lien in favor of such Governmental Authority has attached to any Property of any Loan Party, securing, in whole or part, Environmental Liabilities, (iv) there has been no Release, or to the knowledge of any Loan Party, threatened Release, on, under or migrating to or from any real property currently, or to the knowledge of any Loan Party, formerly, owned, leased, subleased, operated, or otherwise occupied by any Loan Party that is likely to result in any Loan Party incurring Environmental Liabilities, and (v) to the knowledge of any Loan Party, there are no facts, circumstances or conditions arising out of or relating to the operations of any Loan Party or real property currently or, to the knowledge of any Loan Party, formerly owned, leased, subleased, operated or otherwise occupied by or for any Loan Party that would be reasonably expected to result in any Loan Party incurring Environmental Liabilities.

Section 4.16 Title; Real Property .

(a) Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all material Facilities and other material real property in which any Borrower owns a leasehold, or other interest setting forth, for each such real property, the current street address (including, where applicable, county/city, state and other relevant jurisdictions), the record owner thereof, the interest of such Borrower in such real property and, where applicable, each landlord, lessee and sublessee thereof, and (ii) each Contractual Obligation made by a Borrower, whether contingent or otherwise, to Transfer such real property on or after the date hereof.

(b) Each Borrower has good and marketable, valid leasehold interests in all leased real property that is purported to be leased by it as set forth on Schedule 4.16 and owns or leases all of its Collateral and other material personal property (except, in the case of such other material personal property, as would not result in a Material Adverse Effect) regardless of the location of such personal property, in each case, free and clear of Liens other than Liens permitted under Section 8.2 and such real property and personal property constitutes all property necessary to conduct the business as currently conducted.

Section 4.18 Patriot Act; OFAC .

(a) No Loan Party or any of their Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “ Anti-Terrorism Laws ”), including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “ Patriot Act ”).

(b) No Loan Party or any of their Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent thereof (or director or officer of such direct or indirect parent), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(a) The Eligible Accounts are genuine and in all respects what they purport to be, and are not evidenced by a judgment;

certification, participation, certificate of need, or other documents relating thereto and forming a part of the contract between such Borrower and the Account Debtors;

(e) To the best of the Borrowers’ knowledge, there are no facts, events or occurrences that in any way impair the validity or enforceability of the Eligible Accounts or tend to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered to Lenders with respect thereto;

Section 4.20 Use of Proceeds . Borrowers shall use the proceeds for working capital and general corporate purposes.

Section 4.21 Insurance . Schedule 4.21 sets forth, as of the Closing Date, a true, complete and correct description of all insurance maintained by each Loan Party for itself or the Borrowers as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid. As of the date hereof, the Loan Parties have insurance in such amounts and covering such risks and liabilities as is customary with companies in the same or similar businesses operating in the same or similar locations.

Agent), the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (solely to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.23 and the other filings specified on Schedule 4.23 or the execution of a Control Agreement), as security for the Obligations, in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 8.2 ).

Section 4.24 Schedules Deemed Updated . To the extent that any of the terms and conditions in any of the Loan Documents shall be subject to any amendment, consent, or waiver entered into in accordance with the provisions of Section 11.1 and after giving effect thereto the failure to update schedules to address the express subject of such amendment, consent, or waiver would result in the representations made thereafter contradicting or being in conflict with any of the terms or conditions of this Agreement, then the schedules shall be deemed updated to the extent necessary to avoid such contradiction or conflict, provided that (i) the Loan Parties complied with each applicable disclosure and notice provisions (if any) and (ii) the substantive information and/or events giving rise to the disclosure do not violate the terms of this Agreement and/or the other Loan Documents or require further the consent of, or waiver by, the Administrative Agent and/or Lenders. For avoidance of doubt, this Section 4.24 is intended merely to operate mechanically to avoid technical contradictions or conflicts and does not and shall not permit any substantive changes to schedules that are not otherwise expressly addressed and permitted in any amendment, consent, or waiver entered into in accordance with the provisions of Section 11.1 .

ARTICLE 5
FINANCIAL COVENANTS

Each Loan Party agrees with the Lenders and Administrative Agent to each of the following:

Section 5.1 Liquidity . Until the Revolving Credit Termination Date and regardless of whether there is any Revolving Loan outstanding, Liquidity of the HUD Consolidated Group and their respective Subsidiaries, on a Consolidated Basis, shall, at all times, be greater than an amount equal to 25% of the aggregate Revolving Credit Commitment outstanding. Within 3 days after any Responsible Officer of any Loan Party knows or has reason to know of Borrowers failure to comply with this Section 5.1, Administrative Loan Party shall provide notice of such Default to Administrative Agent.

Section 5.2 Minimum Consolidated Fixed Charge Coverage Ratio . Until the Revolving Credit Termination Date, the Consolidated Fixed Charge Coverage Ratio of the HUD Consolidated Group and their respective Subsidiaries, on a Consolidated Basis, as of the last day of each Fiscal Quarter during which any Revolving Loan was outstanding for any period of time during such Fiscal Quarter , shall not be less than 1.30:1.0.

Section 5.3 Reserved

Section 5.4 Reserved

Section 5.5 Reserved

Section 5.6 Investments to Cure Financial Covenant Defaults .

(a) Notwithstanding anything to the contrary contained herein, in the event the Borrowers fail to comply with the requirements of the covenants as set forth in Section 5.1 or 5.2 (each, a “ Financial Cure Covenant ”) as at the last day of any Fiscal Quarter (a Fiscal Quarter ending on such day, a “ Curable Period ”), after the Closing Date until the expiration of the 10th day subsequent to the date the certificate calculating the Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d) with respect to the period ending on the last day of such Fiscal Quarter, the Borrowers shall have the right (the “ Cure Right ”) to include any cash equity contribution made by GHC Holdings LLC, GHLLC or any of the Parent Companies to the Borrowers (which cash equity must consist of cash or Cash Equivalents not included in the calculation of Consolidated EBITDA or Consolidated EBITDAR pursuant to which Borrowers failed (or would have failed) to comply with any Financial Cure Covenant) after the beginning of such Fiscal Quarter and prior to the end of the Curable Period in the calculation of Consolidated EBITDA and Consolidated EBITDAR, with respect to Sections 5.2 , and unrestricted cash and Cash Equivalents, with respect to Section 5.1 (the “ Cure Amount ”). Upon the receipt by the Borrowers of cash from GHC Holdings LLC, GHLLC or any Parent Company in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right, the Financial Cure Covenants shall be recalculated giving effect to the following pro forma adjustments (without duplication):

(i) Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period shall be increased, solely for the purpose of measuring the Financial Cure Covenants for such Fiscal Quarter and for applicable subsequent periods which include such Fiscal Quarter, and disregarded for any other purpose under this Agreement (including determining the availability of any baskets and step-downs), by an amount equal to the Cure Amount (for avoidance of doubt, to the extent the Cure Amount was included in the calculation of Consolidated EBITDA or Consolidated EBITDAR pursuant to which Borrowers failed (or would have failed) to comply with any Financial Cure Covenant, no additional pro forma adjustment for such amounts is permitted); and

respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter (the “ Notice of Intent to Cure ”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 or 5.2 , as applicable, in respect of the period ending on the last day of such Fiscal Quarter.

ARTICLE 6
REPORTING COVENANTS

Each Loan Party agrees with the Lenders and Administrative Agent to each of the following (and, to the extent any information or report is delivered to Administrative Agent, Administrative Agent shall make such information available to Lenders), as long as any Obligation (other than contingent or indemnification obligations not then asserted or due) or any Revolving Credit Commitment remains outstanding:

Section 6.1 Financial Statements . Borrowers shall deliver to Administrative Agent each of the following:

(a) Reserved .

(b) Quarterly Reports . As soon as available, and in any event within 45 days after the end of each Fiscal Quarter of each Fiscal Year, (i) the Consolidated unaudited balance sheet of the HUD Consolidated Group as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of each Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the HUD Consolidated Group as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end adjustments), (ii) a consolidated statement of the collective operations of the businesses and Facilities (including an occupancy report, inventory of beds (indicating increases and decreases from the prior quarter) and an operating statement, each as of the last day of such calendar quarter and prepared on a Consolidated Basis, and a report of aged accounts receivable), and (iii) if requested by the Administrative Agent, statements of the operations of each business and Facility (including a current occupancy report and an inventory of beds (indicating increases and decreases from the prior quarter) and an operating statement, each as of the last day of such calendar quarter and prepared on a Consolidated Basis, and a report of aged accounts receivable).

(c) Annual Reports . As soon as available, and in any event within 120 days after the end of each Fiscal Year, (i) the Consolidated unaudited balance sheet of the HUD Consolidated Group as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, (ii) a Consolidated statement of the collective operations of the businesses and Facilities (including an occupancy report and an operating statement, each as of the last day of such calendar year and

prepared on a Consolidated Basis, and a report of aged accounts receivable), and (iii) if requested by the Administrative Agent, statements of the operations of each business and Facility (including a current occupancy report and an operating statement, each as of the last day of such calendar year and prepared on a Consolidated Basis, and a report of aged accounts receivable), in each case, certified by a Responsible Officer of each Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the HUD Consolidated Group as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end adjustments).

(d) Compliance Certificate . Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate substantially in the form attached hereto as Exhibit F , duly executed by a Responsible Officer of each Borrower that, among other things, (i) shows in reasonable detail the calculations used in determining each financial covenant, (ii) when delivered pursuant to clause (b) or (c) , demonstrates compliance with each financial covenant contained in Article 5 that is tested at least on a quarterly basis (provided, however, that the financial covenant contained in Section 5.2 shall be tested only during such time as there is any Revolving Loan outstanding) and (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that Borrowers propose to take with respect thereto.

(e) Borrowing Base Certificate . As soon as available and in any event within 30 days after the end of each fiscal month, upon each request for a Revolving Loan and from time to time upon the request of Administrative Agent or pursuant to Section 2.8 , Administrative Loan Party will deliver a Borrowing Base Certificate as at the last day of such period.

(f) [Reserved].

(g) Projections . As soon as available, but in any event not later than 30 days after the end of each Fiscal Year, a reasonably detailed Consolidated budget for the following Fiscal Year in a form reasonably acceptable to the Administrative Agent including a projected Consolidated balance sheet of the Loan Parties as of the end of the following Fiscal Year and the related Consolidated statements of projected cash flows and projected income.

(i) [Reserved].

(j) [Reserved].

(k) Insurance . Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, each in form and substance satisfactory to Administrative Agent and certified as complete and correct by a Responsible Officer of each Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements, a summary of all material insurance coverage maintained as of the date thereof by any Loan Party and including a representation that all improvements on any parcel of Real Property that are within a special flood hazard area as defined under the U.S. Flood Disaster Protection Act of 1973, as amended or as a wetlands area by any governmental entity having jurisdiction over any Real Property, are

covered by flood insurance, together with such other related documents and information as Administrative Agent may reasonably require.

Section 6.2 Other Events . Administrative Loan Party shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows or has reason to know of it: (a)(i) any Default under this Agreement or any Master Lease and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.8 , including without limitation any Property Loss Event over $1,000,000, which notice shall state the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) any potential, threatened or existing material litigation or material proceeding against, or material investigation by or before any Governmental Authority of (or any agent, contractor, employee, designee of any Governmental Authority, including any private contractors retained by and/or acting on behalf of any Governmental Authority), any Loan Party or any Facility, that has or could reasonably be expected to (i) have a Material Adverse Effect, (ii) materially and adversely affect the right to operate any Facility or (iii) give rise to any indemnification obligation of a Loan Party (and/or any Loan Party shall have received a claim for indemnification or actually paid any amount in respect of any indemnification obligation) in excess of $1,000,000 owed or paid to any other Person pursuant to the Constituent Documents of such Loan Party, and (d) the closing of, or loss or non-renewal (or written threat of loss) of Primary License related to, any Facility, or withdrawal from Medicare, Medicaid or TRICARE or any of the next five largest Third-Party Payor Programs based on the reimbursements from such Third-Party Payor Programs to the Borrowers and their Subsidiaries on a Consolidated Basis.

Section 6.3 Copies of Notices and Reports . Administrative Loan Party shall promptly deliver to Administrative Agent copies of each of the following: (a) all material press releases not made available directly to the general public and (b) each material notice (including notices of default or event of default) transmitted or received pursuant to, or in connection with, each Related Document.

Section 6.4 Taxes . Administrative Loan Party shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes with respect to any Tax Affiliate, and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5 Labor Matters . Administrative Loan Party shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any Responsible Officer of any Loan Party knows of it: (a) except as would not, in the aggregate, have a Material Adverse Effect, the commencement of any material labor dispute to which any Loan Party is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Loan Party of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any Facility of any such Person.

Section 6.6 ERISA Matters . Administrative Loan Party shall give Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to

terminate any Title IV Plan, a copy of such notice, provided , that when such a notice is filed by an ERISA Affiliate that is not a Loan Party, such notice must only be given to Administrative Agent where such termination would reasonably be expected to have a material impact on a Loan Party, and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

Section 6.7 Environmental Matters

(a) Administrative Loan Party shall provide Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event no later than 14 days after any Responsible Officer of any Loan Party knows of it (and, upon reasonable request of Administrative Agent, documents and information in connection therewith): (i) with respect to a Facility, (A) unpermitted Releases, (B) the receipt by any Loan Party of any written notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C) , if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in a Material Adverse Effect, and (ii) the receipt by any Loan Party of notification that any property of any Borrower is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities.

(b) Upon request of Administrative Agent, Administrative Loan Party on behalf of the applicable Borrower shall provide Administrative Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant to any Loan Document.

Section 6.8 Other Information . Administrative Loan Party shall provide Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Loan Party as Administrative Agent or such Lender through Administrative Agent may from time to time reasonably request.

ARTICLE 7
AFFIRMATIVE COVENANTS

Each Loan Party agrees with the Lenders and Administrative Agent to each of the following, as long as any Obligation (other than contingent or indemnification obligations not then asserted or due) or any Revolving Credit Commitment remains outstanding:

Section 7.1 Maintenance of Corporate Existence . Each Loan Party shall (i) preserve and maintain its legal existence, including doing all the things necessary to observe organizational formalities; and (ii) except where the failure to do so would not, in the aggregate, have a Material Adverse Effect, preserve and maintain its rights (including statutory rights), privileges, franchises and Permits necessary or desirable in the conduct of its business.

Section 7.2 Compliance with Laws, Etc.

(a) Each Borrower shall comply in all material respects with and cause each of its employees, and use commercially reasonable efforts to cause each of its contractors and its tenants or operators under any Lease to comply in all material respects with all applicable Requirements of Law including Healthcare Laws, Permits and the Primary Licenses. Each Borrower shall maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws.

(b) No Borrower shall transfer any Permit to any location other than in compliance with Healthcare Laws or pledge any Permit as collateral security for any Indebtedness (except as permitted under the Loan Documents), and each Borrower shall hold each Permit free from restrictions or known conflicts, which, in each case, would materially impair the use or operation of the related Facility for the uses described in Section 4.1(b) . No Borrower shall (i) subject to Section 7.4 , rescind, withdraw or revoke the Permit for any Facility or amend, modify, supplement or otherwise alter the nature, tenor or scope of the Permit for any Facility to the extent that such change, revocation or alteration in the Permit would have a Material Adverse Effect; or (ii) voluntarily transfer or encourage the transfer of any resident of a Facility to any other facility, unless such transfer is permitted or required by Requirements of Law or Healthcare Laws, for reasons relating to the welfare, health or safety of the resident to be transferred or other individuals or residents at the facility or is due to good faith concerns that the resident will not be able to pay his or her bills owed to the Facility.

(c) If required under applicable Requirements of Law, each Borrower shall maintain in full force and effect all Permits and Primary Licenses for the Facilities, and a provider agreement or participation agreement for each Third-Party Payor Program listed in Schedule 7.2 , except to the extent that any such failure to maintain such Permits, Primary Licenses, provider agreements or participation agreements could not be reasonably likely to result in a Material Adverse Effect. True and complete copies of the Permits, including any certificates of occupancy, the Primary Licenses, and provider agreement or participation agreement shall be delivered to the Administrative Agent promptly upon its reasonable request to the extent such copies are available.

(e) No Borrower, other than in the normal course of business, and except as could not be reasonably expected to have a Material Adverse Effect, with respect to each Facility, shall change the terms of any Third-Party Payor Program now or hereinafter in effect or their normal billing payment or reimbursement policies and procedures with respect thereto (including the amount and timing of finance charges, fees and write-offs). All cost reports and financial reports submitted by any Borrower to any third-party payor shall be materially accurate and complete and shall not be misleading in any material respects and all patient or resident records, including patient or resident trust fund accounts, shall remain true and correct in all material respects.

(f) Each Borrower shall comply with all obligations under the contracts and leases with residents of each Facility, and no Loan Party shall commit or permit any default by a Loan

Party except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(g) Each Borrower shall make all payments and otherwise perform all obligations in respect of all Master Leases to which any Borrower is a party, keep such leases in full force and effect, and not allow such leases to lapse or be terminated other than in accordance with their terms or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

Section 7.3 Payment of Obligations . Each Borrower shall pay or discharge before they become delinquent (a) all material claims, Taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Borrower, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Borrower in accordance with GAAP or with respect to which failure to do so would not have a Material Adverse Effect.

Section 7.4 Maintenance of Property . Each Borrower shall maintain and preserve, in its own name, (a) in good working order and condition all of its property necessary in the conduct of its business, and (b) all rights, permits, licenses, approvals and privileges (including all Permits and Primary Licenses) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) or to make such necessary or appropriate filings above that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance .

Requirements of Law of all financial transactions and the assets and business of each Loan Party. Expenses shared with Persons other than Borrowers, shall be fairly and reasonably allocated between the respective Borrower and such other Person.

Section 7.7 Access to Books and Property . Each Loan Party shall permit Administrative Agent (and, after an Event of Default, the Lenders and any Related Person of any of them accompanying the Administrative Agent), at any reasonable time during normal business hours and with reasonable advance notice to Administrative Loan Party (it being understood that during the continuance of an Event of Default, 1 Business Day shall be deemed to be reasonable advance notice) to (a) visit and inspect the property of each Loan Party and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Loan Party, (b) discuss the affairs, finances and accounts of such Loan Party with any officer or director of any Loan Party and (c) communicate with an officer of any Loan Party and upon receipt of prior approval, directly with any registered certified public accountants (including the Loan Parties’ Accountants) of any Loan Party; provided that, except upon the occurrence and during the continuation of an Event of Default, when the following restrictions shall not apply, the Administrative Agent and the Lenders shall not exercise such rights more than four times (in the aggregate) in any calendar year. Each Loan Party shall authorize their respective registered certified public accountants (including the Loan Parties’ Accountants) to communicate directly with the Administrative Agent, the Lenders, their respective Related Persons and such officer contemporaneously, and to disclose to the Administrative Agent, the Lenders and their respective Related Persons all financial statements and other documents and information as they might have and are available to a Loan Party and the Administrative Agent or any Lender reasonably requests with respect to any Loan Party. The Administrative Agent and the Lenders shall give Loan Parties the opportunity to participate in any discussions with the Loan Parties’ independent public accountants.

Section 7.8 Environmental . Each Borrower shall comply with, and maintain its Real Property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if the Administrative Agent at any time has a reasonable basis to believe that there exist material violations of Environmental Laws by any Borrower or that there exist any material Environmental Liabilities, in each case, then each Borrower shall promptly upon receipt of request from the Administrative Agent, cause the performance of environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. In the event (a) the Borrower does not commence such work within thirty (30) days of such request and diligently pursue such work or (b) there is an Event of Default, the Administrative Agent, upon written notice to such Borrower, shall have access to such real property to undertake the work, provided, that the Administrative Agent shall only be allowed to do so under the following conditions: (i) that it provide written notice at least five (5) business days in advance prior to the intended entrance onto the real property; (ii) that the work be conducted during normal business hours; (iii) that the Administrative Agent indemnify and hold harmless said Borrower for any damages or losses resulting from the performance of the work by the Administrative Agent or its representatives; (iv) that the Administrative Agent ensure that the real property is restored to its pre-work condition, including, without limitation, restoring any surfaces that were disturbed during the performance of the work and properly closing any wells or boreholes installed during the performance of the work; and (v) abiding by all other health and safety requirements of the Borrower that would typically be imposed on a visitor to the real property. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

Section 7.10 Additional Borrowers and Collateral .

(a) Additional Borrowers. Other than (A) any Subsidiary of a Borrower set forth on Schedule 7.10 , or (B) entities that are formed for any other purpose consistent with Section 8.8(b)(iv) , Loan Parties shall cause each direct and indirect Subsidiary of a Borrower that (Y) is reflected in the Financial Statements, or (Z) comingles any of its funds with any Borrower, to become, subject to the consent of the Administrative Agent, a Borrower hereunder within 10 days of commencement of operations or its acquisition (in each case, which period may be extended by the Administrative Agent in its reasonable discretion). Borrower may also, with the prior written consent of Administrative Agent, join other Subsidiaries of Loan Parties in accordance with the terms of this Section 7.10. The Administrative Agent, in its sole discretion, shall determine if the Eligible Accounts of any Person that becomes a Borrower hereunder will be taken into account for the calculation of the Borrowing Base. To the extent that any Loan Party has any Guarantee Obligation to a creditor with respect to such joining Borrower, Loan Parties shall cause such creditor to enter into an intercreditor agreement with the other Loan Parties or other similar document in form and substance reasonably acceptable to Administrative Agent. To the extent not delivered to Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Loan Party shall, promptly, do each of the following, unless otherwise agreed by Administrative Agent:

(A) each Subsidiary of any Loan Party that becomes a Borrower under this Agreement by execution and delivery of a joinder agreement, in form and substance acceptable to Administrative Agent pursuant to which such Subsidiary assumes all of the Obligations of a Borrower hereunder and agrees to be bound to the terms and conditions of this Agreement and the other Loan Documents in the same manner and to the same extent of any other Borrower as if it had been an original signatory hereto or thereof, including but not limited to (1) delivery of revised schedules reflecting updated information regarding such new Borrower, as required, and (2) delivery to Administrative Agent of one or more notes in form and substance substantially similar to the form of Note or amendments or amendment and restatements of any existing Note, legal opinions, evidence of insurance and other such documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents as Administrative Agent shall reasonably require to evidence the addition of such Subsidiary as a Borrower; and

(B) each Loan Party (including any Person required to become a Borrower pursuant to clause (a) above) shall effectively grant to Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable first priority

security interest in its assets pursuant to the Security Agreement as security for the Obligations of the Loan Parties, subject only to the security interests granted in connection with the Existing Facility and, if applicable, in favor of a FHA Mortgagee.

(ii) take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral and other assets set forth in the Loan Documents executed on the Closing Date, including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law, providing title policies, if applicable, in favor of Administrative Agent for the benefit of Lenders, or other actions as Administrative Agent may otherwise reasonably request; and

(b) Additional Guarantors. Loan Parties shall cause each direct or indirect Subsidiary of GHLLC that directly or indirectly Controls a Borrower to (i) become a Guarantor hereunder (ii) execute joinder agreements, in form and substance satisfactory to Administrative Agent, and other such documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents as Administrative Agent shall reasonably require to evidence the addition of such Person as Guarantor under the Guaranty Agreement and a “Grantor” under the Security Agreement as Administrative Agent may reasonably require and (iii) comply with all other requirements set forth in Section 7.10(a)(ii) and (iii) above with respect to joining Borrowers.

Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts .

(a) Each deposit account of each Borrower is set forth on Schedule 7.11 . No Borrower shall (i) close or modify the arrangements regarding a deposit account (including any Concentration Account or the Agent Collection Account), (ii) establish, open or modify any deposit account, without the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) grant a security interest (or any other interest) in any deposit account to, or enter into any Control Agreement with, any other Person (other than the security interests granted in connection with a Master Lease; provided that security interests granted in connection with a Master Lease shall be subject to the rights of the Administrative Agent and Lenders pursuant to a control agreement, waiver and subordination agreement, intercreditor or other similar agreement, which agreement shall be reasonably acceptable to Administrative Agent in its sole and absolute discretion), or (iv) create, incur, assume or suffer to exist any Indebtedness (other than the Obligations) from any bank or other financial institution in which any deposit account is maintained, including the Concentration Account Collecting Bank or any Facility Depository Bank, unless such Indebtedness shall be the subject of subordination agreement, intercreditor or other similar agreement (including a Control Agreement) among such bank or other financial institution, the respective Borrowers and Administrative Agent, which agreement shall be acceptable to Administrative Agent in its sole and absolute discretion (it being understood that such agreement shall permit customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its

standard schedule of such fees and charges in effect from time to time (which customary fees and charges shall in no event include overdraft protection, credit or debit cards or other similar treasury services)).

(b) Each Borrower shall (i) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, provided , however , that each Borrower may, with the consent of the Administrative Agent (which consent may not be unreasonably withheld, conditioned or delayed), maintain payroll, withholding tax and other fiduciary deposit accounts that are not Controlled Deposit Accounts, and (ii) deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts.

Section 7.12 Cash Management; Agent Collection Account .

(a) Cash Management.

(i) Borrowers shall establish and maintain, at their sole expense, the following accounts and facilities, which Borrowers hereby represent are in existence as of the Closing Date:

(A) the following deposit accounts, including, upon request of the Administrative Agent, lockbox facilities, into which all payments and collections of all Accounts of each Borrower received by direct electronic funds transfer, check, credit card, draft or other similar means from any Account Debtor (including but not limited to Medicaid, Medicare or TRICARE) or any other Person, shall be directed (collectively, “ Facility Lockbox Accounts ” and the banks at which such Facility Lockbox Accounts are maintained, “ Facility Depository Banks ”):

Account Name	Account Owner	Account Number	Depository Bank
Orono Operations LLC Govt Receipts	Orono Operations LLC	359681324745	KeyBank
Belfast Operations, LLC Govt. Receipts	Belfast Operations, LLC	359681324737	KeyBank
Farmington Operations LLC Govt. Receipts	Farmington Operations LLC	359681324752	KeyBank
Falmouth Operations, LLC Govt. Receipts	Falmouth Operations, LLC	359681324760	KeyBank
Westbrook Operations, LLC Govt. Receipts	Westbrook Operations, LLC	359681324778	KeyBank

Account Name	Account Owner	Account Number	Depository Bank
Skowhegan SNF Operations LLC Govt. Receipts	Skowhegan SNF Operations LLC	359681324786	KeyBank
Lewiston Operations LLC Govt. Receipts	Lewiston Operations LLC	359681324794	KeyBank
Waterville SNF Operations LLC Govt. Receipts	Waterville SNF Operations LLC	359681324802	KeyBank
Kennebunk Operations LLC Govt. Receipts	Kennebunk Operations LLC	359681324810	KeyBank
Camden Operations LLC Govt. Receipts	Camden Operations LLC	359681324828	KeyBank
Scarborough Operations LLC Govt. Receipts	Scarborough Operations LLC	359681324836	KeyBank
One Price Drive Operations LLC Operating Account	One Price Drive Operations LLC	9860581025	M&T Bank
One Price Drive Operations LLC — Gov’t Receipts Dep.	One Price Drive Operations LLC	9860581033	M&T Bank

Any payment or collection on the Accounts of any Borrower not deposited in a Facility Lockbox Account shall be held in trust for the benefit of Lenders and deposited immediately by the Borrower receiving such payment into a Facility Lockbox Account. To the extent Account Debtors do not already deposit accounts receivable therein, each Borrower shall direct its respective Account Debtors to make payment on its Accounts into a Facility Lockbox Account. The funds on deposit in each such Facility Lockbox Account shall be transferred on each Business Day, to a Concentration Account pursuant to a standing order with the Facility Depository Bank. No standing orders may be modified or terminated without 30 days prior written notice from Borrowers to Administrative Agent. No Facility Lockbox Account shall be moved or closed without the consent of Administrative Agent. Each Facility Lockbox Account, the Facility Depository Bank in which such Lockbox Account is held, its address and the respective contact person together with the account name and number is identified on Schedule 7.11 .

(B) those certain Controlled Deposit Accounts (collectively, the “ Concentration Account ,” which, as of the Closing Date, are account numbers 359681324711, 359681326815 and 359681324729, and the bank at which the Concentration Account is maintained, the “ Concentration Account Collecting Bank ,” which, as of the Closing Date, is Keybank) into which (i) collections of Accounts paid to Facility Lockbox Accounts are concentrated and/or deposited by automatic electronic funds transfer on each Business Day, from each and every Facility Lockbox Account, and (ii) any Net Cash Proceeds shall be deposited. The Concentration Account shall not be moved or closed without the consent of Administrative Agent. The Concentration Account, the Concentration Account Collecting Bank, its address and the respective contact person together with the account name and number is specifically identified on Schedule 7.11 .

(C) that certain Controlled Deposit Account (the “ Disbursement Operating Account ,” which, as of the Closing Date, is account number 359681324703, and the bank at which the Disbursement Operating Account is maintained, the “ Disbursement Operating Account Collecting Bank ,” which, as of the Closing Date, is Keybank) into which amounts may be deposited from the Concentration Account. The Disbursement Operating Account shall not be moved or closed without the consent of Administrative Agent. The Disbursement Operating Account, the Disbursement Operating Account Collecting Bank, its address and the respective contact person together with the account name and number is specifically identified on Schedule 7.11 .

(ii) No credit support shall be provided to any Person. No Borrower shall (A) have any interest in a deposit account that is shared with any other Person that is not a Borrower or (B) provide credit support to any Person that is not a Borrower. Borrowers shall ensure that no payment or collections of any amounts due to any Person other than a Borrower are deposited into any of the foregoing deposit accounts, or if so deposited, is forwarded to such other Person as soon as reasonably practicable and shall not comingle any such funds with the funds of the Borrowers.

(iii) Borrowers shall not permit any Facility Depository Bank or a Concentration Account Collecting Bank to be a Lender hereunder unless such bank shall waive or subordinate any and all of its rights to offset (unless otherwise prohibited by the CMS Bulletin (as defined below), such waiver or subordination of its rights to offset shall exclude its right to offset, (A) in respect of customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of such fees and charges in effect from time to time for all deposit accounts (which customary fees and charges shall in no event include overdraft protection, credit or debit cards or other similar treasury services) and (B) in respect of the Obligations (excluding Cash Management Obligations) for all deposit accounts other than Government Receivables Deposit Accounts) against each deposit account pursuant to a Control Agreement (or other similar agreement) acceptable to Administrative Agent in its sole discretion. Each Lender that is a Facility Depository Bank or a Concentration Account Collecting Bank, hereby waives all of its right to offset the Obligations (other than in respect of customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of fees and charges in effect from time to time to the extent permitted by the CMS Bulletin) against each Government Receivables Account of a Borrower maintained by such Lender to the extent necessary to comply with the requirements of the CMS Bulletin.

(iv) Borrowers shall ensure that (A) each Facility Depository Bank and the Concentration Account Collecting Bank complies with all requirements of the Department of Health and Human Services Centers for Medicare & Medicaid Services (CMS) Manual System Pub. 100-4 Transmittal 213 (including change request 3079) and any replacement, change or update thereto (the “ CMS Bulletin ”) and (B) no funds other than proceeds from Medicaid, Medicare, TRICARE and other state or federal healthcare payor programs are deposited in Government Receivables Deposit Accounts designated for the purpose of receiving such proceeds. No Loan Party shall withdraw or otherwise transfer funds from any Facility Lockbox Account or Government Receivables Deposit Account other than pursuant to the standing sweep instructions transferring such funds to the Concentration Account.

(v) On or before the Closing Date (or, if not required by Administrative Agent on the Closing Date, at the time appointed therefor after the Closing Date, including upon the formation or acquisition of a new entity that is to become a Borrower pursuant to the requirements of Section 7.10 ), each Borrower shall have executed the following:

(A) A Control Agreement (1) with each Facility Depository Bank, with respect to each Facility Lockbox Account that is not a Government Receivables Deposit Account, (2) with each Concentration Account Collecting Bank, with respect to each Concentration Account, and (3) with the Disbursement Operating Account Collecting Bank, with respect to each Disbursement Operating Account, in each case, pursuant to which Borrowers shall have access to the funds in such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account, provided that immediately upon the occurrence and during continuance of any Sweep Event, at the option of Administrative Agent, no Borrower shall have access to the funds in such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account and all funds shall be transferred on a daily basis from such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account to the Agent Collection Account (as defined below). No Control Agreement may be modified without Administrative Agent’s prior written consent.

Name:	Deutsche Bank Trust Company Americas
Address:	One Bankers Trust Plaza
	New York, New York
ABA No.:	021-001-033
Account No.:	50271079
Account Name:	HH Cash Flow Collections
Reference:	Genesis HealthCare LLC HFS# 2991

Section 7.13 Further Assurances . Each Loan Party shall maintain the security interest created by the Security Agreement as a perfected security interest (to the extent required by the Security Agreement) having at least the priority specified in the applicable Master Lease Intercreditor Agreement, subject to the rights of the Loan Parties under the Loan Documents to Transfer the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Administrative Agent for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby

Section 7.14 Use of Proceeds . The proceeds of the Loans shall be used for general corporate (including working capital) purposes of the Borrowers not prohibited by this Agreement.

Section 7.15 Master Leases . With respect to any Master Lease entered into after the Closing Date that requires a Borrower to grant a security interest in the Collateral to the landlord or such landlord’s FHA Mortgagee or give the landlord any right in or to the Collateral, the Borrowers shall cause such landlord and/or such FHA Mortgagee (as applicable) to execute an intercreditor or similar agreement with Administrative Agent satisfactory to the Administrative Agent, in the case of a landlord, in form and substance satisfactory to Administrative Agent (in its reasonable discretion), and in the case of a FHA Mortgagee, on terms substantially similar to those set forth in the HUD Intercreditor Agreement (Maine) or on terms no less favorable to the Lenders than those set forth in the HUD Intercreditor (Maine), as determined by the Administrative Agent in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender in the context of a HUD transaction) business judgment.

ARTICLE 8
NEGATIVE COVENANTS

Each Borrower and, with respect to Sections 8.8 , 8.10 and 8.11 only, each Guarantor agrees with the Lenders and Administrative Agent to each of the following, as long as any Obligation (other than contingent or indemnification obligations not then asserted or due) or any Revolving Credit Commitment remains outstanding:

Section 8.1 Indebtedness . No Borrower shall directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a) Indebtedness existing on the date hereof and set forth in Schedule 8.1 , and any Permitted Refinancing thereof;

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) intercompany Indebtedness of the Borrowers to the extent permitted by Section 8.4(a) ; provided that each item of intercompany Indebtedness consisting of intercompany loans and advances made by a Subsidiary that is not a Borrower to a Loan Party that exceeds $5,000, individually, or $1,000,000 in the aggregate, shall be evidenced by a promissory note (which shall be substantially in the form of Exhibit M hereto) with customary subordination provisions;

(d) Indebtedness of the Borrowers incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals, replacements, modifications, refundings and refinancing of any such Indebtedness that do not increase the outstanding principal amount thereof (other than to the extent of any premiums, interest or costs and expenses incurred in connection therewith) (“ Purchase Money Indebtedness ”); provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 8.l(d) , when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 8.l(e) , shall not exceed $2,000,000 at any time outstanding;

(e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 8.1(d) , not in excess of $2,000,000 at any time outstanding and Permitted Refinancings thereof;

(f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by the Borrowers in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

(g) [Reserved] ;

(h) [Reserved] ;

(i) Guarantee Obligations by the Borrowers of Indebtedness of the Borrowers so long as the Borrowers incurring such Indebtedness are permitted to incur such Indebtedness represented by such Guarantee Obligation hereunder;

(j) [Reserved] ;

(k) [Reserved] ;

(l) other Indebtedness of the Borrowers in an aggregate principal amount not exceeding $2,000,000 at any time outstanding;

(m) [Reserved] ;

(n) Indebtedness consisting of (A) trade obligations or (B) accrued current liabilities for services rendered to the Borrower, each arising in the ordinary course of business;

(p) [ Reserved ];

(q) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(r) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(t) Indebtedness incurred by any Borrower in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; and

(u) Indebtedness of the Borrowers under any Hedge Agreement permitted under Section 8.4(f) ;

(v) [Reserved] ;

(w) [Reserved] ; and

(x) Indebtedness in respect of Real Property Financing Obligations of Real Property.

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the HUD Consolidated Group dated such date prepared in accordance with GAAP.

Section 8.2 Liens . No Borrower shall create, incur, maintain, assume or otherwise suffer to exist any Lien upon or with respect to any of its property (including Equity Interests, Equity Equivalents or the other securities of any person, including any Borrower), whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(b) Liens created under the Loan Documents;

(d) Liens for Taxes not yet due or which are being contested in compliance with Section 7.3 ;

(e) Liens in respect of property of the Borrowers imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or

other like Liens arising in the ordinary course of business and securing obligations that are not due or payable or which are being contested in compliance with Section 7.3 ;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrowers; provided that (i) such security interests secure Indebtedness permitted by Section 8.1(d) , (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of the Borrowers;

(j) Liens securing judgments that have not resulted in an Event of Default under Section 9.1 ;

(k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of any Borrower or resulting in a material diminution in the value of any Collateral as security for the Obligations;

(l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii) , so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to Collateral that is included in the Borrowing Base);

(m) Liens arising from precautionary filing of UCC financing statements relating solely to Leases not prohibited by this Agreement (for the avoidance of doubt, no such Lien shall be permitted to exist on or with respect to Collateral that is included in the Borrowing Base);

(o) [Reserved];

(s) [ Reserved ];

(t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower, in each case, in the ordinary course of business; provided , however , to the extent that such collection bank, banking or other financial institution has executed and delivered a Control Agreement, such Liens will be subordinated or waived to the extent set forth in such Control Agreement;

(u) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; provided , however , that no such Liens or filing shall be permitted to exist on or with respect to Collateral.

(v) [ Reserved ];

(w) Liens in favor of a FHA Mortgagee and subject to a Master Lease Intercreditor Agreement;

(x) [ Reserved ];

(y) [ Reserved ]; and

(z) other Liens with respect to property or assets of the Borrowers securing obligations in an aggregate principal amount outstanding at any time not to exceed $500,000; provided, however, that no such Lien shall be permitted to exist on or with respect to the Collateral.

Section 8.3 Reserved .

Section 8.4 Investments . No Borrower shall purchase, hold or acquire any Equity Interests or Equity Equivalents, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing, “ Investments ”), except:

(a) Investments by any Borrower in any other Borrower or by any Loan Party in any Borrower;

(b) Investments in cash and Cash Equivalents;

(d) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that Borrowers shall provide prompt written notice to Administrative Agent of any such settlement of accounts for which the face value is greater than or equal to $100,000 individually (or for a group of related accounts) and for each such settlement if the aggregate face value of such accounts is greater than or equal to $500,000 in any year;

(e) [Reserved];

(f) the Borrowers may enter into Hedge Agreements that are not speculative in nature and are made in the ordinary course of business;

(g) [Reserved];

(h) Investments set forth in Schedule 8.4 ;

(i) [Reserved];

(j) [Reserved];

(k) so long as no Default or Event of Default has occurred and is continuing, Investments by Borrowers; provided , however , that the aggregate outstanding amount of all such Investments shall not exceed $500,000 at any time;

(l) [Reserved];

(m) to the extent constituting Investments, transactions permitted by Sections 8.1 , 8.2 , 8.3 , 8.5 , and 8.6 ;

(n) [Reserved];

(o) Guarantee Obligations incurred by the Borrowers with respect to operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by Borrowers in the ordinary course of business;

(p) [Reserved]; and

(q) loans and advances to GHC Holdings LLC, GHLLC or any Parent Company in lieu of, and not in excess of the amount of (after giving effect to any other such loans or

advances) Restricted Payments to the extent permitted to be made to GHC Holdings LLC, GHLLC or any Parent Company in accordance with Section 8.6 .

Section 8.5 Mergers, Consolidations, Sales of Assets and Acquisitions . No Borrower shall:

(a) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Transfer all or substantially all of its Property or business, except that any Borrower may be merged, amalgamated, liquidated or consolidated with or into and may Transfer all or substantially all of its assets to any other Borrower that is wholly owned, directly or indirectly, by GHLLC; or

(b) Transfer any of its property or interests in such property or issue, or cause or permit a direct or indirect Transfer of, its own Equity Interests, except for the following:

(i) in each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of Borrower, (A) Transfers of Cash Equivalents for goods or services of equivalent value and (B) inventory or property that has become obsolete or worn out;

(ii) any Restricted Payment by any Loan Party permitted pursuant to Section 8.6 ; and

(iii) Transfer or issuance by any Borrower of its own Equity Interests or other property to any other Borrower.

Section 8.6 Restricted Payments; Restrictive Agreements .

(a) No Borrower shall declare or make any Restricted Payment; provided that:

(i) so long (A) as no Default or Event of Default has occurred and is continuing and (B) the ABL Credit Agreement is in full force and effect and no default or event of default (each as defined in the ABL Credit Agreement) has occurred and is continuing thereunder, Borrowers may declare and pay dividends or make other distributions ratably to their equity holders;

(ii) [ Reserved ];

(iii) [ Reserved ];

(iv) Borrowers may make Restricted Payments to GHC Holdings LLC, GHLLC or any Parent Company in an aggregate amount equal to the amount required for such Parent Company to pay (A) Taxes (at the then applicable rate) which are due and payable by GHC Holdings LLC, GHLLC or any Parent Company as a result of being part of a consolidated, combined, unitary or similar group with any of the Borrowers, but only

to the extent such taxes are attributable to the income or business of any of the Borrowers, (B) franchise taxes and fees required to maintain the legal existence of GHC Holdings LLC, GHLLC or any Parent Company and (C) customary fees to members of its or GHC Holdings LLC’s, GHLLC’s or any Parent Company’s board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Loan Party;

(v) [Reserved] ;

(vi) [Reserved] ;

(vii) [Reserved] ;

(viii) [Reserved] ;

(ix) Borrowers may make Restricted Payments to GHC Holdings LLC, GHLLC or any Parent Company to finance any Investment permitted to be made pursuant to Section 8.4 if such Investment were made by the Borrowers; provided that (i) such Restricted Payments shall be made substantially concurrently with the closing of such Investment and (ii) GHC Holdings LLC, GHLLC or such Parent Company, as applicable, shall, immediately following the closing thereof, cause (A) all property acquired (whether assets, Equity Interests or Equity Equivalents) to be contributed to Borrowers (as common equity in the case of Equity Interests or Equity Equivalents) or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 8.5 ) of the Person formed or acquired into a Borrower in order to consummate an Investment, in each case, in accordance with the requirements of Section 7.13 ;

(x) [Reserved] ; and

(xi) [Reserved] .

(b) No Borrower shall enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of any Borrower to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Subsidiary of any Borrower to pay dividends or other distributions with respect to any of its Equity Interests or Equity Equivalents or to make or repay loans or advances to such Borrower or to guarantee Indebtedness of such Borrower; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or regulations or by any Master Lease entered into prior to the Closing Date , or such other Indebtedness as is set forth on Schedule 8.1 , (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided such restrictions and conditions apply only to the relevant Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement creating Liens permitted by Section 8.2 prohibiting further Liens on the properties encumbered thereby, (E) clause (i) of the foregoing shall not apply to (x) customary provisions in Leases and other contracts restricting the subletting or assignment thereof or (y) any Master Lease entered into after the Closing Date; provided, however, in each case, such restrictions shall not be more adverse to the Lenders and Borrower than the equivalent restrictions set forth in the Master

Leases existing as of the Closing date, as modified by the Master Lease Intercreditor Agreements, (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 8.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by a Borrower in the ordinary course of business, and (J) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Person becomes a Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Borrower.

Section 8.7 Reserved .

Section 8.8 Change in Nature of Business . (a) (a) No Borrower shall:

(i) engage at any time in any Business or Business activity other than the Business conducted by it on the Closing Date and, in the good faith judgment of such Borrower, Business activities reasonably incidental, complementary or related thereto;

(ii) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to any Constituent Document of any Borrower in any manner that is materially adverse to the Lenders, without the prior consent of the Administrative Agent (with approval of the Required Lenders); and

(iii) sell, lease, Transfer or otherwise convey, in one or a series of related transactions, all or substantially all of the assets of the Borrowers taken as a whole.

(b) Neither Genesis Healthcare of Maine nor SunBridge Healthcare shall:

(i) conduct , transact or otherwise engage in, or commit to conduct, transact or otherwise engage in any business or operations, other than (A) those incidental to its ownership of the Equity Interests and Equity Equivalents of the Borrowers and those incidental to Investments by or in any Borrower (including the issuance of preferred Equity Interests or Equity Equivalents (other than Disqualified Capital Stock) in consideration for the purchase of Equity Interests or Equity Equivalents from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of the Borrowers upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement), (B) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities

relating to its employees, (C) activities relating to the performance of obligations under the Loan Documents and the other Related Documents to which it is a party or expressly permitted thereunder, (D) the making of Restricted Payments to the extent such Restricted Payments are permitted to be made by Genesis Healthcare of Maine or SunBridge Healthcare (as applicable) pursuant to Section 8.6 , (E) the receipt and Payments by Genesis Healthcare of Maine or SunBridge Healthcare (as applicable) permitted under Section 8.6 , (F) the other transactions expressly permitted under this Section, and (G) the making of Investments to the extent of Restricted Payments permitted to be made to Genesis Healthcare of Maine or SunBridge Healthcare (as applicable) pursuant to Section 8.6(a)(ix) ;

(ii) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations or grant a Lien on all or a portion of its assets, except in respect of (A) the Obligations, (B) obligations with respect to its Equity Interests and Equity Equivalents, (C) Tax liabilities and liabilities for expenses incurred in connection with the maintenance of its existence (and other similar immaterial, non-consensual Liens) , (D) the other transactions expressly permitted under this Section 8.8 , (E) Indebtedness incurred by Genesis Healthcare of Maine or SunBridge Healthcare (as applicable) to the extent any Borrower would have been permitted to incur Indebtedness under the baskets specified in Sections 8.1(l) and (F) Guarantee Obligations with respect to operating leases or other obligations of the Borrowers that do not constitute Indebtedness;

(iii) own, lease, manage or otherwise operate or transfer any properties or assets (including cash (other than cash received in connection dividends paid by the Borrowers in accordance with Section 8.6 pending application in the manner contemplated by said Section) other than the ownership of shares of Equity Interests and Equity Equivalents of the Borrowers , Investments pursuant to Section 8.8(b)(i)(G) above and de minimis amounts of other assets incidental to its business ; or

(iv) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Transfer all or substantially all of its Property or business , except that Genesis Healthcare of Maine or SunBridge Healthcare (as applicable) may consummate any merger, consolidation or amalgamation to the extent necessary to permit the Investments contemplated pursuant to Section 8.8(b)(i)(G) ; provided that with respect to this clause (iv) , Genesis Healthcare of Maine or SunBridge Healthcare (as applicable) shall be the continuing or surviving corporation.

Section 8.9 Transactions with Affiliates . No Borrower shall, except for transactions between or among Borrowers, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that Borrowers may engage in any of the foregoing transactions on terms and conditions not less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third parties; provided that with respect to any such transaction or series of transactions involving aggregate consideration in excess of $ 500,000 , a majority of the board of directors of GHLLC shall have determined in good faith that the criteria set forth above are satisfied and have approved the relevant transaction as evidenced by a resolution of the board of directors of GHLLC; provided , further , the following transactions shall be permitted;

(a) Investments permitted under Section 8.4 (q ) ;

(b) employment and severance arrangements between any Borrower and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(c) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Borrowers in the ordinary course of business to the extent attributable to the ownership or operation of Borrowers;

(d) any agreement, instrument or arrangement as in effect as of the date hereof and set forth on Schedule 8.9 , or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the date hereof as reasonably determined in good faith by the Borrower); and

(e) Restricted Payments permitted under Section 8.6 .

(f) [Reserved];

(g) entry into a tax sharing agreement with LLC Parent, GHLLC or Sun Healthcare Group, Inc. providing for (in each case subject to compliance with Section 8.6 ) the payment of Taxes (including interest and penalties) and expenses, control of tax filings and contests, and other normal, usual and customary provisions, but only to the extent such taxes are attributable to the income or business of the Borrowers and their Subsidiaries; and

(h) lawful transactions entered into in the ordinary course of business that are consistent with past practices.

Section 8.10 Other Indebtedness and Agreements .

(a) No Borrower shall (i) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Subordinated Debt or Material Indebtedness (for the avoidance of doubt, excluding Real Property Financing Obligations) of Borrowers is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to the Borrowers or the Lenders, or (ii) permit any waiver, supplement, modification, amendment, termination or release of any Related Document in any manner that is materially adverse to the Lenders without the prior written consent of Administrative Agent, which shall not be unreasonably withheld.

Section 8.11 Reserved .

Section 8.12 Accounting Changes; Fiscal Year . No Loan Party shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its Fiscal Year or its method for determining Fiscal Quarters or fiscal months.

Section 8.13 Margin Regulations . No Loan Party shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

ARTICLE 9
EVENTS OF DEFAULT

Section 9.1 Definition . Each of the following shall be an “ Event of Default ”:

(a) Borrowers shall fail to pay (i) any principal of any Loan when the same becomes due and payable or (ii) any interest on any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii) , such non-payment continues for a period of three (3) Business Days after the due date therefor; or

(c) there shall have occurred any default under any Environmental Indemnity, which default continues for a period of 30 days; or

(f) (i) any Borrower shall fail to pay any principal or interest, regardless of amount, due beyond any grace period in respect of any Material Indebtedness, when and as the same shall become due and payable, (ii) an “Event of Default” (as such term is defined therein) has occurred under any Related Document, or (iii) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance

thereof, prior to its scheduled maturity; provided that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of a Borrower, or of a substantial part of the property or assets of a Borrower, under Title 11 of the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Borrower or for a substantial part of the property or assets of a Borrower, or (iii) the winding-up or liquidation of a Borrower, and in the case of clauses (i), (ii) and (iii) , such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(h) a Borrower shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Borrower or for a substantial part of the property or assets of a Borrower, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; or

(i) one or more judgments, orders or decrees (or other similar process) shall be rendered against (i)(A) against any Borrower, in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Loan Party, to the extent the relevant insurer has not denied coverage therefor) in excess of $250,000 or (B) any Loan Party, that would have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated or discharged for a period of 60 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

(j) an ERISA Event shall have occurred that when taken together with all other such ERISA Events, could reasonably be expected to result in a liability of one or more Borrower in an aggregate amount exceeding $ 1,000,000 ; or

(k) except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by Administrative Agent or as otherwise expressly permitted under any Loan Document, (i) other than solely as the result of an action or failure to act on the part of Administrative Agent, any material provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party that is a party thereto, (ii) other than solely as the result of an action or failure to act on the part of Administrative Agent, any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any material portion of the Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority

required in the relevant Loan Document, or (iii) any Loan Party shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred; or

(l) there shall have occurred a Change of Control; or

(n) any Loan Party, or Person on behalf of such Loan Party, shall have directed any depository institution to make any change to (including termination thereof), a standing daily sweep instructions (which standing instructions direct that a daily sweep of the balance of each Facility Lockbox Account and/or each Governmental Receivables Deposit Account be made to the Concentration Account) with respect to any Facility Lockbox Account or any Governmental Receivables Deposit Account of a Loan Party (other than such changes that are made with the prior written consent of Administrative Agent in its sole discretion).

Section 9.2 Remedies . During the continuance of any Event of Default, Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by notice to Borrowers and in addition to any other right or remedy provided under any Loan Document or by any applicable Requirement of Law, do each of the following: (a) declare all or any portion of the Revolving Credit Commitments terminated, whereupon the Revolving Credit Commitments shall immediately be reduced by such portion or, in the case of a termination in whole, shall terminate together with any obligation any Lender may have hereunder to make any Loan, and (b) declare immediately due and payable all or part of any Obligation (including any accrued but unpaid interest thereon and the Termination Fee), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by the Loan Parties (and, to the extent provided in any other Loan Document, other Loan Parties); provided , however , that, effective immediately upon the occurrence of any of the Events of Default specified in Section 9.1(g) or (h) (x) the commitments of each Lender to make Loans shall automatically be terminated and (y) each Obligation (including in each case any accrued all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by the Loan Parties (and, to the extent provided in any other Loan Document, any other Loan Party).

ARTICLE 10
ADMINISTRATIVE AGENT

Section 10.1 Appointment and Duties .

(a) Appointment of Administrative Agent . Each Lender hereby appoints GECC (together with any successor Administrative Agent pursuant to Section 10.9 ) as Administrative Agent hereunder and authorizes Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

(b) Duties as Collateral and Disbursing Agent . Without limiting the generality of clause (a) above, Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting

agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 9.1(g) or (h) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 9.1(g) or (h) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided , however , that Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Administrative Agent, the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Administrative Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c) Limited Duties . Under the Loan Documents, Administrative Agent (i) is acting solely on behalf of the Lenders (except to the limited extent provided in Section 2.14(b) with respect to the Register and in Section 10.11 ), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Section 10.2 Binding Effect . Each Lender agrees that (i) any action taken by Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

Section 10.3 Use of Discretion .

(a) No Action without Instructions . Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to

enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

Section 10.5 Reliance and Liability .

(b) None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, the Loan Parties hereby waive and shall not assert (and each of the Loan Parties shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Administrative Agent, when acting on behalf of Administrative Agent);

(ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or

the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower, any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Borrower and Lender hereby waives and agrees not to assert (each Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against Administrative Agent based thereon.

Section 10.6 Administrative Agent Individually . Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Equity Interests and Equity Equivalents of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative Agent and may receive separate fees and other payments therefor. To the extent Administrative Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Required Lender”, and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Required Lenders, respectively.

Section 10.7 Lender Credit Decision . Each Lender acknowledges that it shall, independently and without reliance upon Administrative Agent, any Lender or any of their Related Persons or upon any document (including the Disclosure Documents) solely or in part because such document was transmitted by Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Administrative Agent to the Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of Administrative Agent or any of its Related Persons.

Section 10.8 Expenses; Indemnities .

(b) Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share with respect to the Revolving Credit Facilities of the Liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided , however , that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Section 10.9 Resignation of Administrative Agent .

(a) Administrative Agent may resign at any time upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and the Borrower (unless such notice is waived by the Borrower). Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If, within 30 days (10 days if an Event of Default has occurred and is continuing) after the retiring Administrative Agent having given notice of resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Each appointment under this clause (a) shall be subject to the prior consent of Borrower, which may not be unreasonably withheld, conditioned or delayed but shall not be required during the continuance of a Default.

Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 10.4 , the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents (other than any rights to indemnity payments owed to the retiring Administrative Agent).

Section 10.10 Release of Collateral or Guarantors . Each Lender hereby consents to the release and hereby directs Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Borrower from its Obligation if all of the Securities of such Borrower owned by any Loan Party are Transferred in a Transfer permitted by the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Transfer, such Borrower would not be required to become a party to this Agreement pursuant to Section 7.10 ;

(b) any Lien held by Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Transferred by a Loan Party in a Transfer permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Transfer have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(i) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Revolving Credit Commitments, (B) payment and satisfaction in full of all Loans and all other Obligations that Administrative Agent has been notified in writing are then due and payable by the holder of such Obligation, (C) deposit of cash collateral with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to Administrative Agent; and

(c) each Lender hereby directs Administrative Agent, and Administrative Agent hereby agrees, upon receipt of reasonable advance notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10 .

by Section 10.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of Administrative Agent and the Lenders shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

ARTICLE 11
MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc .

(a) No amendment or waiver of any provision of any Loan Document (other than the Control Agreements and the Secured Hedge Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by Administrative Agent and Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and Borrower; provided , however , except as otherwise permitted herein that no amendment, consent or waiver described in clause (2) or (3) above, shall, unless in writing and signed by each Lender (other than any Defaulting Lender, except in the case of (x) clauses (ii) , (iii)(A) , and (iv) below and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders, in which case such Defaulting Lender’s consent shall be required) directly and adversely affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which (unless specifically noted below) is otherwise required pursuant to any Loan Document, do any of the following:

(i) waive any condition specified in Section 3.1 , except any condition referring to any other provision of any Loan Document;

(ii) increase the Revolving Credit Commitment of such Lender or subject such Lender to any additional obligation;

(iii) reduce (including through release, forgiveness or assignment) (A) the principal amount of, or the interest rate on, any outstanding Loan owing to such Lender or (B) any fee or accrued interest payable to such Lender; provided , however , that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article 5 or in any definition set forth therein or principally used therein;

(iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee

owing to such Lender or for the reduction of such Lender’s Revolving Credit Commitment; provided , however , that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8 , or to the application of any payment, including as set forth in Section 2.12 ;

(v) except as provided in Section 10.10 , release all or substantially all of the Collateral or all or substantially all of the Guarantors from their guaranty of the Obligations;

(vii) amend Section 2.12 (Application of Payments), Section 10.10 (Release of Collateral or Guarantors), Section 11.9 (Sharing of Payments, Etc.) or this Section 11.1 ; or

(viii) amend the percentage set forth in the definition “Borrowing Base” (but not the actual calculation of the Borrowing Base and/or the application of liquidity factors and reserves in accordance with such definitions) to the extent that any such change results in more credit being made available to the Borrowers under the Borrowing Base;

and provided , further , that (w) any change to the definition of “Eligible Account” to the extent that any such change results in more credit being made available to the Borrowers under the Borrowing Base shall require the consent of the Supermajority Lenders, (x) any change to the definition of the term “Required Lender” shall require the consent of the Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof) or any SPV that has been granted an option pursuant to Section 11.2(e) unless in writing and signed by Administrative Agent or such SPV, as applicable, in addition to any signature otherwise required and (z) the consent of Borrowers shall not be required to change any order of priority set forth in Section 2.12 . No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedge Agreement provided or arranged by Administrative Agent or an Affiliate thereof, Administrative Agent.

Section 11.2 Assignments and Participations; Binding Effect .

(a) Binding Effect . This Agreement shall become effective when it shall have been executed by Borrowers and Administrative Agent and when Administrative Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Borrowers (except for Article 10 ), Administrative Agent, each Lender and, to the extent provided in Section 10.11 , each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 10.9 ), none of Borrower or Administrative Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b) Right to Assign . Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its aggregate Revolving Credit Commitments and its rights and obligations with respect to Loans) to (i) any existing Lender (other than a Restricted Person), (ii) any Affiliate of any existing Lender (other than a Restricted Person) or (iii) any other Person (other than a Restricted Person) acceptable (which acceptance shall not be unreasonably withheld, conditioned or delayed) to Administrative Agent and, as long as no Event of Default is continuing, Borrower; provided , however , that (x) such Transfers must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Credit Facility and (y) for the Revolving Credit Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Credit Commitments subject to any such Transfer shall be in a minimum amount of $1,000,000, unless such Transfer is made to an existing Lender or an Affiliate of any existing Lender, is of the assignor’s (together with its Affiliates) entire interest in the Revolving Credit Facility or is made with the prior consent of Borrowers and Administrative Agent.

(c) Procedure . The parties to each Transfer made in reliance on clause (b) above (other than those described in clause (e) below) shall execute and deliver to Administrative Agent an Assignment via an electronic settlement system designated by Administrative Agent (or if previously agreed with Administrative Agent, via a manual execution and delivery of the assignment) evidencing such Transfer, together with any existing Note subject to such Transfer (or any affidavit of loss therefor acceptable to Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(d) and payment of an assignment fee in the amount of $3,500; provided, that (1) if a Transfer by a Lender is made to an Affiliate of such assigning Lender, then no assignment fee shall be due in connection with such Transfer, and (2) if a Transfer by a Lender is made to an assignee that is not an Affiliate of such assignor Lender, and concurrently to one or more Affiliates of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Transfer. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with clause (iii) of Section 11.2(b) , upon Administrative Agent (and Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d) Effectiveness . Subject to the recording of an Assignment by Administrative Agent in the Register pursuant to Section 2.14(b) , (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Revolving Credit Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to

events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article 10 , Section 11.8 (Right of Setoff) and Section 11.9 (Sharing of Payments, Etc.) to the extent provided in Section 10.11 (Additional Secured Parties)).

(e) Participants and SPVs . In addition to the other rights provided in this Section 11.2 , each Lender may, (x) with notice to Administrative Agent, grant to an SPV (other than a Defaulting Lender) the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender (other than a Defaulting Lender) the right to receive payment with respect to any Obligation and (y) without notice to or consent from Administrative Agent or Borrower, sell participations to one or more Persons (other than a Defaulting Lender) in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Revolving Loans); provided , however , that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(d) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Administrative Agent by such SPV and such Lender, provided , however , that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and each Borrower shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper of such SPV; provided , however , that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Revolving Credit Commitments and the payment in full of the Obligations.

In furtherance of such efforts of GECC, Borrowers agree (at their own cost and expense) to implement any changes or modifications reasonably necessary to facilitate the marketability of the Revolving Credit Facility, whether or not actually associated with a specific Secondary Market Transaction, which changes and modifications may include a bifurcation of the Revolving Credit Facility (or any pool or sub-pool thereof) into two or more separate and distinct financings, the obligations for which may be assigned to, or undertaken by, separate pools of borrowers; provided , however , the overall economics to the Loan Parties shall not be materially adversely affected by any such action.

(g) Assignments to Federal Reserve Banks . In addition to the assignments and participations permitted under the foregoing provisions of this Section 11.2 , any Lender may (without notice or consent of the Administrative Agent, the Borrowers or any other Person and without payment of any fee) assign and pledge all or any portion of its Loans to any U.S. Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the U.S. Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

payment liabilities then owed by such Defaulting Lender to the Administrative Agent, and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full ratable share of all Loans; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Requirements of Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Section 11.3 Costs and Expenses . Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party therefor except as expressly provided therein. In addition, Borrowers agree to pay or reimburse upon demand (a) Administrative Agent for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation, administration, amendment, amendment and restatement or other modification, of any Loan Document and/or term in or termination of any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the reasonable and documented fees, charges and disbursements of a single legal counsel to Administrative Agent or such Related Persons, taken as a whole (and a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Person), reasonable out-of-pocket and documented fees, costs and expenses incurred in connection with Intralinks® or any other E-System and allocated to the Revolving Credit Facilities by Administrative Agent in its sole discretion, and reasonable out-of pocket fees, charges and disbursements for and of the auditors, appraisers, and printers retained by or on behalf of the Administrative Agent, in each case, including reasonable out-of-pocket costs and expenses not invoiced prior to the Closing Date, (b) Administrative Agent for all recording and filing fees and any and all liabilities incurred by it or any of its Related Persons in connection with UCC and judgment and tax lien searches and UCC filings and fees for post-closing UCC and judgment and tax lien searches and wire transfer fees and audit expenses (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Administrative Agent for its examiners), and for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations, and (c) each of Administrative Agent, its Related Persons, and each Lender for all reasonable costs and expenses incurred in connection with (i) the enforcement or preservation of any right or remedy under any Loan Document (including amendments and other modifications related to any restructuring in the nature of a work-out), any Obligation, and/or with respect to the Collateral or any other related right or remedy, or (ii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Loan Party, Loan Document or Obligation (or the response to and preparation for any subpoena or request for document production relating thereto), including the fees and disbursements of a single counsel, a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, another firm of counsel for such affected Person.

Section 11.4 Indemnities .

(a) Borrowers agree to jointly and severally indemnify, hold harmless and defend Administrative Agent, each Lender, each Secured Hedging Counterparty and each of their

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respective Related Persons (each such Person being an “ Indemnitee ”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, any transaction contemplated by a Related Document or any securities filing of, or with respect to, any Loan Party; provided , however , with respect to Liabilities arising from any Related Document, such Liabilities (A) shall be claimed by the Indemnitee under such Related Document to the extent arising thereunder, and (B) shall be claimed without duplication of any indemnity provided under any Related Document, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions in connection with any of the foregoing, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case of a single counsel and a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest, another firm of counsel for such affected Person), whether or not (A) any such Indemnitee, Related Person, holder or creditor is a party thereto and (B) any such claim, litigation, investigation or proceeding is brought by the Borrowers, their equity holders, their respective Affiliates, their respective creditors or any other Person, or is based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “ Indemnified Matters ”); provided , however , that Borrowers shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability (A) has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, or (B) has resulted from a material breach in bad faith of this Agreement by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each Loan Party waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

(b) Without limiting the foregoing, “Indemnified Matters” includes (i) [Reserved]; (ii) any claims, proceedings or causes of action brought by any resident of a Facility; and (iii) any loss, damage, cost or expense, including reasonable attorneys’ fees, incurred or suffered by any Indemnitee as a result of any (x) breach by a Borrower of any contract or lease with a resident of a Facility or (y) violation of any applicable Requirement of Law governing a Facility or the uses described in Section 4.1(b) .

Section 11.5 Survival . Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Article 10 (Administrative Agent), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5 ) and all representations and warranties made in any Loan Document shall (A) survive the termination of the Revolving Credit Commitments and the payment in full of other Obligations and (B) inure to the benefit

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of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.7 Lender-Creditor Relationship . The relationship between the Lenders and Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor. No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein. Notwithstanding the foregoing, if at any time, a Loan Party shall have a claim based on any theory of the existence (actual or implied) of a fiduciary relationship with any Secured Party by virtue of, any Loan Document or any transaction contemplated therein, each Loan Party expressly waives, to the fullest extent permitted by applicable law, each and every claim it may have against Secured Parties in respect of any such fiduciary relationship claim.

Section 11.8 Right of Setoff . Each of Administrative Agent, each Lender, and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Loan Party), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Administrative Agent, such Lender, or any of their respective Affiliates to or for the credit or the account of any Loan Party against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each of Administrative Agent and each Lender agrees promptly to notify Borrowers and Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that Administrative Agent, the Lenders and their Affiliates and other Secured Parties may have.

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Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of Borrower, applied to repay the Obligations in accordance herewith); provided , however , that (a) if such payment is rescinded or otherwise recovered from such Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.

Section 11.10 Marshaling; Payments Set Aside; Protective Advances . No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred. Subject to the limitations set forth in this Section 11.10 , upon the occurrence and during the continuation of a Default or Event of Default, Administrative Agent is authorized by Loan Parties and the Secured Parties, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall have absolutely no obligation to), to make Base Rate Loans to Borrowers on behalf of the Revolving Lenders, which Administrative Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement and the other Loan Documents, including, without limitation, payments of principal, interest, fees, reimbursable expenses, taxes or insurance (any of such Loans are in this clause (c) referred to as “ Protective Advances ”); provided, that the amount of Revolving Credit Outstanding plus Protective Advances shall not exceed the Revolving Commitments then in effect. Protective Advances may be made even if the applicable conditions precedent set forth in Article 3 have not been satisfied. Protective Advances shall not exceed ten percent (10%) of the aggregate Revolving Credit Commitments then in effect at any time without the prior consent of Required Lenders. Each Protective Advance shall be secured by the Liens on the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties and shall constitute Obligations hereunder. The Loan Parties shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Revolving Credit Termination Date and the date on which demand for payment is made by Administrative Agent. Each Loan Party agrees to reimburse Administrative Agent, on demand, for all costs and expenses incurred by Administrative Agent in connection with such payment or performance and agrees that such amounts shall constitute Obligations. Administrative Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by Administrative Agent in good faith. In addition to and not in limitation of any other provision set forth in this Agreement or any other Loan Document, Loan Parties expressly acknowledge and agree that the powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s interest (for the benefit of the Secured Parties) in the Collateral and shall not impose any duty upon Administrative Agent to exercise any such powers.

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Section 11.11 Notices .

if to HUD Consolidating
Parent Entity, Administrative
Borrower and/or
Borrowers:	Genesis HealthCare LLC
	101 East State Street
	Kennett Square, PA 19348
	Attention: Michael Sherman, Senior Vice President and General Counsel
	Telephone: 610-444-6350
	Facsimile: 484-733-5449
	E-mail: michael.sherman@genesishcc.com

if to the
Administrative Agent:	General Electric Capital Corporation
	2 Bethesda Metro Center
	Suite 600
	Bethesda, MD 20814
	Attention: ABL Portfolio Management
	Electronic Mail: Jeffrey.Hoffman@GE.com
	Tel:	(301) 664-9835
	Fax:	(301) 664-9855

with copy to:	2 Bethesda Metro Center
	Suite 600
	Bethesda, MD 20814
	Attention: Christian Barnette
	Electronic Mail: Christian.Barnette@GE.com
	Tel:	(301) 664-9804
	Fax:	(301) 664-9866

with copy to:	Hogan Lovells US LLP
	555 Thirteenth St., NW
	Washington, DC 20004
	Attention: Deborah K. Staudinger
	Electronic Mail: deborah.staudinger@hoganlovells.com
	Tel:	(202) 637-5486
	Fax:	(202) 637-5910

or (ii) addressed to such other address as shall be notified in writing (A) in the case of any Borrower and Administrative Agent, to the other parties hereto and (B) in the case of all other parties, to Administrative Loan Party and Administrative Agent.

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courier service, and (iii) if delivered by facsimile, upon sender’s receipt of confirmation of proper transmission; provided , however , that no communications to Administrative Agent pursuant to Article 2 or Article 10 shall be effective until received by Administrative Agent and any communications delivered pursuant to clause (iii) shall be immediately followed by a hard copy sent pursuant to clauses (i) or (ii) . Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (a)(i) above) shall not be sufficient or effective to transmit any such notice under clause (a) unless immediately followed by a hard copy sent pursuant to clauses (i) or (ii) .

Section 11.12 Electronic Transmissions .

(a) Authorization . Subject to the provisions of Section 11.11(a) , each of Administrative Agent, the Loan Parties, the Lenders and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Loan Party and each Secured Party hereby acknowledges and agrees, and each Loan Party shall cause each other Loan Party to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

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purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each Loan Party and each Secured Party agrees (and each Loan Party shall cause each other Loan Party to agree) that Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

Section 11.14 Jurisdiction .

(b) Service of Process . Each Loan Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Borrowers specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15 .

Section 11.18 Entire Agreement . The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of Administrative Agent, any Lender or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

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Section 11.21 Non-Public Information; Confidentiality .

(a) Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Subsidiaries and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

(b) Each Lender and Administrative Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with Borrowers’ consent, (ii) to Related Persons of such Lender or Administrative Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential, (iii) to the extent such information presently is or hereafter becomes available to such Lender or Administrative Agent, as the case may be, on a non-confidential basis from a source other than any Loan Party, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by Administrative Agent, any Lender or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify borrowers, (vii) to current or prospective assignees, SPVs grantees of any option described in Section 11.2(e) or participants, direct or contractual counterparties to any Hedge Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.21 and (viii) in connection with the exercise of any remedy under any Loan Document. In the event of any conflict between the terms of this Section 11.21 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.21 shall govern.

Section 11.23 Agent for Loan Parties .

(a) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes Administrative Loan Party as its agent to request and receive advances in respect of

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the Loans (and to otherwise act on behalf of each such entity pursuant to this Agreement and the other Loan Documents) from Administrative Agent in the name or on behalf of each such entity. Administrative Agent may disburse proceeds of the Loans to the bank account of any one or more of such entities without notice to any of the other entities comprising Borrowers or any other Person at any time obligated on or in respect of the Obligations.

(b) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes Administrative Loan Party as its agent to receive statements of account and all other notices from Administrative Agent or the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents.

(c) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes Administrative Loan Party as its agent to execute and deliver the Loan Documents, the Environmental Indemnity, any amendments to or waivers of any of the foregoing and any other agreements, documents, instruments, records or filings delivered under or in connection with this Agreement, the other Loan Documents and the Environmental Indemnity, in the name of or on behalf of such entity. Each of the entities comprising Borrowers hereby ratifies any and all Loan Documents and any and all other agreements, documents, instruments, records or filings previously executed and delivered by Administrative Loan Party under or in connection with this Agreement, the other Loan Documents and the Environmental Indemnity in such Borrower’s name or on its behalf.

(d) No purported termination of the appointment of Administrative Loan Party as agent for Borrowers shall be effective without the prior written consent of Administrative Agent.

Section 11.24 Existing Agreements Superseded; Exhibits and Schedules .

(a) The Original Credit Agreement, including the schedules thereto, is superseded by this Agreement, including the schedules hereto, which has been executed in renewal, amendment, restatement and modification of, but not in novation or extinguishment of, the obligations under the Original Credit Agreement. Any and all outstanding amounts under the Original Credit Agreement including, but not limited to principal, accrued interest, fees and other charges, as of the Closing Date shall be carried over and deemed outstanding under this Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	BORROWERS:

	Each of the Subsidiaries Listed on Annex I attached hereto:

	By: GENESIS HEALTHCARE LLC, its authorized agent


	By:	/s/ Michael S. Sherman
	Name: Michael S. Sherman
	Title: Senior Vice President

[Signatures Continue on Following Page]

S-1

	GUARANTORS:

	GENESIS HEALTHCARE LLC
	GHC HOLDINGS LLC
	GHC HOLDINGS II LLC
	SUNBRIDGE HEALTHCARE, LLC
	SUN HEALTHCARE GROUP, INC.


	By:	/s/ Michael S. Sherman
	Name: Michael S. Sherman
	Title: Senior Vice President

[Signatures Continue on Following Page]

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	ADMINISTRATIVE AGENT:

	General Electric Capital Corporation, a Delaware corporation


	By:	/s/ Thomas A. Buckelew
	Name: Thomas A. Buckelew
	Title: Duly Authorized Signatory

[Signatures Continue on Following Page]

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	LENDER:

	General Electric Capital Corporation, in its capacity as Revolving Credit Lender


	By:	/s/ Thomas A. Buckelew
	Name: Thomas A. Buckelew
	Title: Duly Authorized Signatory

[Signatures Continue on Following Page]

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	LENDER:

	BARCLAYS BANK PLC, in its capacity as a Revolving Credit Lender


	By:	/s/ Noam Azachi
	Name: Noam Azachi
	Title: Vice President

[Signatures Continue on Following Page]

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	LENDER:

	WELLS FARGO CAPITAL FINANCE, LLC, in its capacity as a Revolving Credit Lender


	By:	/s/ Steve Scott
	Name: Steve Scott
	Title: SVP

[Signatures Continue on Following Page]

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	LENDER:

	CAPITAL ONE, N.A., in its capacity as a Revolving Credit Lender


	By:	/s/ Akim J. Grate
	Name: Akim J. Grate
	Title: Authorized Signatory

[End of Signatures Page]

S-7

ANNEX I

Borrowers

Genesis Healthcare of Maine, LLC, a Maine limited liability company

Belfast Operations, LLC, a Maine limited liability company

Camden Operations, LLC, a Maine limited liability company

Falmouth Operations, LLC, a Maine limited liability company

Farmington Operations, LLC, a Maine limited liability company

Kennebunk Operations, LLC, a Maine limited liability company

Lewiston Operations, LLC, a Maine limited liability company

Orono Operations, LLC, a Maine limited liability company

Scarborough Operations, LLC, a Maine limited liability company

Skowhegan SNF Operations, LLC, a Maine limited liability company

Waterville SNF Operations LLC, a Maine limited liability company

Westbrook Operations, LLC, a Maine limited liability company

One Price Drive Operations LLC, a Maryland limited liability company

Schedule I

Revolving Credit Commitments

Lender	Revolving Credit Commitment
General Electric Capital Corporation	$		8,000,000
Barclay’s Bank PLC	$		500,000
Capital One, N.A.	$		1,000,000
Wells Fargo Capital Finance, LLC	$		500,000

	$	10,000,000

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, George V. Hager, Jr., certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Genesis Healthcare, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 8, 2015
		/S/ GEORGE V. HAGER, JR.
		George V. Hager, Jr.
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Thomas DiVittorio, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Genesis Healthcare, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 8, 2015
		/S/ THOMAS DIVITTORIO
		Thomas DiVittorio
		Chief Financial Officer

Exhibit 32

The following certifications are being furnished solely to accompany the Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the “Report”), of Genesis Healthcare, Inc., a Delaware corporation (the “Company”), pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the Company, hereby certifies, to his knowledge, that:

(1) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 8, 2015	/S/ GEORGE V. HAGER, JR.
		George V. Hager, Jr.
		Chief Executive Officer

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the Company, hereby certifies, to his knowledge, that:

(1) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 8, 2015	/S/ THOMAS DIVITTORIO
		Thomas DiVittorio
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.