Genesis Healthcare, Inc. (Form: 10-Q, Received: 05/10/2018 17:27:27)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2018.

☐ 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 ☒ No ☐

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 ☒ No ☐

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


Large accelerated filer ☐		Accelerated filer ☒

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

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of the close of business on May 9, 2018, was:

Class A common stock, $0.001 par value – 99,00 1,650 shares

Class B common stock, $0.001 par value – 744,396 shares

Class C common stock, $0.001 par value – 59 ,700,801 shares

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Genesis Healthcare, Inc.

Form 10-Q

Index

		Page Number
Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets — March 31, 2018 and December 31, 2017	3
	Consolidated Statements of Operations — Three months ended March 31, 2018 and 2017	4
	Consolidated Statements of Comprehensive Loss — Three months ended March 31, 2018 and 2017	5
	Consolidated Statements of Cash Flows — Three months ended March 31, 2018 and 2017	6
	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57

Item 4.	Controls and Procedures	57

Part II.	Other Information

Item 1.	Legal Proceedings	58

Item 1A.	Risk Factors	58

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	59

Signatures		61

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PART I — FINANCIAL INFORMATIO N

Item 1. Financial Statements .

GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)


	March 31,		December 31,
	2018		2017
Assets:
Current assets:
Cash and cash equivalents	$	57,705	$	54,525
Restricted cash and equivalents		6,451		4,113
Investments in marketable securities		30,677		33,015
Accounts receivable, net of allowances for doubtful accounts of $313,357 at December 31, 2017		724,960		724,138
Prepaid expenses		71,781		74,368
Other current assets		52,539		49,748
Assets held for sale		8,821		—
Total current assets		952,934		939,907
Property and equipment, net of accumulated depreciation of $989,856 and $939,155 at March 31, 2018 and December 31, 2017, respectively		3,212,156		3,413,599
Restricted cash and equivalents		57,951		—
Investments in marketable securities		95,406		93,101
Other long-term assets		106,338		109,060
Deferred income taxes		3,330		3,580
Identifiable intangible assets, net of accumulated amortization of $93,127 and $88,336 at March 31, 2018 and December 31, 2017, respectively		138,186		142,976
Goodwill		85,642		85,642
Assets held for sale		119,596		—
Total assets	$	4,771,539	$	4,787,865
Liabilities and Stockholders' Deficit:
Current liabilities:
Current installments of long-term debt	$	30,082	$	26,962
Capital lease obligations		2,411		2,511
Financing obligations		1,930		1,878
Accounts payable		259,360		285,637
Accrued expenses		213,705		233,856
Accrued compensation		168,834		167,368
Self-insurance reserves		180,982		180,982
Current portion of liabilities held for sale		2,097		—
Total current liabilities		859,401		899,194
Long-term debt		1,117,167		1,050,337
Capital lease obligations		1,009,984		1,025,355
Financing obligations		2,870,546		2,929,483
Deferred income taxes		7,584		7,584
Self-insurance reserves		448,363		436,560
Liabilities held for sale		126,901		—
Other long-term liabilities		118,323		119,484
Commitments and contingencies
Stockholders’ deficit:
Class A common stock, (par $0.001, 1,000,000,000 shares authorized, issued and outstanding - 97,970,962 and 97,100,738 at March 31, 2018 and December 31, 2017, respectively)		98		97
Class B common stock, (par $0.001, 20,000,000 shares authorized, issued and outstanding - 744,396 and 744,396 at March 31, 2018 and December 31, 2017, respectively)		1		1
Class C common stock, (par $0.001, 150,000,000 shares authorized, issued and outstanding - 60,731,311 and 61,561,393 at March 31, 2018 and December 31, 2017, respectively)		60		61
Additional paid-in-capital		284,365		290,573
Accumulated deficit		(1,443,135)		(1,374,597)
Accumulated other comprehensive loss		(576)		(362)
Total stockholders’ deficit before noncontrolling interests		(1,159,187)		(1,084,227)
Noncontrolling interests		(627,543)		(595,905)
Total stockholders' deficit		(1,786,730)		(1,680,132)
Total liabilities and stockholders’ deficit	$	4,771,539	$	4,787,865

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATION S

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Three months ended March 31,
	2018		2017
Net revenues	$	1,301,072	$	1,389,132
Salaries, wages and benefits		735,770		824,494
Other operating expenses		384,160		365,821
General and administrative costs		39,875		45,086
Lease expense		33,071		36,100
Depreciation and amortization expense		51,503		64,369
Interest expense		115,037		124,754
Loss on early extinguishment of debt		10,286		—
Investment income		(1,047)		(1,109)
Other loss		68		9,034
Transaction costs		12,095		3,025
Long-lived asset impairments		28,360		—
Equity in net loss (income) of unconsolidated affiliates		220		(134)
Loss before income tax expense		(108,326)		(82,308)
Income tax expense		347		1,284
Loss from continuing operations		(108,673)		(83,592)
Loss from discontinued operations, net of taxes		—		(21)
Net loss		(108,673)		(83,613)
Less net loss attributable to noncontrolling interests		40,135		32,852
Net loss attributable to Genesis Healthcare, Inc.	$	(68,538)	$	(50,761)
Loss per common share:
Basic and Diluted:
Weighted-average shares outstanding for loss from continuing operations per share		98,252		91,880
Net loss per common share:
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$	(0.70)	$	(0.55)
Loss from discontinued operations, net of taxes		-		(0.00)
Net loss attributable to Genesis Healthcare, Inc.	$	(0.70)	$	(0.55)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(IN THOUSANDS)

(UNAUDITED)


	Three months ended March 31,
	2018		2017
Net loss	$	(108,673)	$	(83,613)
Net unrealized (loss) gain on marketable securities, net of tax		(338)		21
Comprehensive loss		(109,011)		(83,592)
Less: comprehensive loss attributable to noncontrolling interests		40,259		32,837
Comprehensive loss attributable to Genesis Healthcare, Inc.	$	(68,752)	$	(50,755)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW S

(IN THOUSANDS)

(UNAUDITED)


	Three months ended March 31,
	2018		2017
Cash flows from operating activities
Net loss	$	(108,673)	$	(83,613)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash interest and leasing arrangements, net		22,878		16,387
Other non-cash charges, net		68		9,034
Share based compensation		2,427		2,286
Depreciation and amortization		51,503		64,369
Provision for losses on accounts receivable		(1,524)		23,528
Equity in net loss (income) of unconsolidated affiliates		220		(134)
Provision for deferred taxes		250		933
Long-lived asset impairments		28,360		—
Loss on early extinguishment of debt		9,300		—
Changes in assets and liabilities:
Accounts receivable		(870)		(4,723)
Accounts payable and other accrued expenses and other		(10,026)		16,563
Net cash (used in) provided by operating activities		(6,087)		44,630
Cash flows from investing activities:
Capital expenditures		(16,461)		(19,245)
Purchases of marketable securities		(16,009)		(8,059)
Proceeds on maturity or sale of marketable securities		15,702		7,921
Other, net		(1,099)		(295)
Net cash used in investing activities		(17,867)		(19,678)
Cash flows from financing activities:
Borrowings under revolving credit facilities		440,000		176,000
Repayments under revolving credit facilities		(445,749)		(200,000)
Proceeds from issuance of long-term debt		561,894		—
Proceeds from tenant improvement draws under lease arrangements		—		5,180
Repayment of long-term debt		(451,169)		(4,094)
Debt issuance costs		(16,552)		—
Debt settlement costs		(986)		—
Distributions to noncontrolling interests and stockholders		(15)		(30)
Net cash provided (used in) by financing activities		87,423		(22,944)
Net increase in cash, cash equivalents and restricted cash and equivalents		63,469		2,008
Cash, cash equivalents and restricted cash and equivalents:
Beginning of period		58,638		63,460
End of period	$	122,107	$	65,468
Supplemental cash flow information:
Interest paid	$	91,393	$	107,373
Net taxes paid (refunded)		3,084		(1,803)
Non-cash investing and financing activities:
Capital lease obligations	$	(18,194)	$	(14,909)
Financing obligations		5,152		8,733

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) General Informatio n

Description of Business

Genesis Healthcare, Inc. is a healthcare services company that, through its subsidiaries (collectively, the Company or Genesis), owns and operates skilled nursing facilities, assisted/senior living facilities and a rehabilitation therapy business. The Company has an administrative services company that provides a full complement of administrative and consultative services that allows its affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. At March 31, 2018, the Company provides inpatient services through 469 skilled nursing, assisted/senior living and behavioral health centers located in 30 states. Revenues of the Company’s owned, leased and otherwise consolidated inpatient businesses constitute approximately 86% 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. The Company has expanded its delivery model for providing rehabilitation services to community-based and at-home settings, as well as internationally in China. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 11% of the Company’s revenues.

The Company provides an array of other specialty medical services, including management services, physician services, staffing 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 (U.S. GAAP). 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 consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within the stockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net loss attributable to Genesis Healthcare, Inc. and net loss attributable to noncontrolling interests in its consolidated statements of operations.

The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that “most significantly impact” the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's composition of VIEs was not material at March 31, 2018.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the disclosures normally required by U.S. GAAP 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, 2017 filed with the U.S. Securities and Exchange Commission (the SEC) on Form 10-K on March 16, 2018.

Certain prior year disclosure amounts have been reclassified to conform to current period presentation. Restricted cash had previously been included in restricted cash and investments in marketable securities. As a result of recently adopted accounting pronouncements, discussed below, restricted cash will be presented separately on the Company’s consolidated balance sheets. The

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

provision for losses on accounts receivable has been combined with other operating expenses and general and administrative costs, on the consolidated statement of operations. See Note 4 – “ Net Revenues and Accounts Receivable. ”

Financial Condition and Liquidity Considerations

The accompanying consolidated financial statements have been prepared on the basis the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued (May 10, 2018). Management considered the recent results of operations as well as the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before May 10, 2019. Based upon such considerations, management determined that the Company is able to continue as a going concern for 12 months following the date of issuance of these financial statements (May 10, 2018).

The Company’s results of operations have been negatively impacted by the persistent pressure of healthcare reforms enacted in recent years. This challenging operating environment has been most acute in the Company’s inpatient segment, but also has had a detrimental effect on the Company’s rehabilitation therapy segment and its customers. In recent years, the Company has implemented a number of cost mitigation strategies to offset the negative financial implications of this challenging operating environment. These strategies have been successful in recent years, however, the negative impact of continued reductions in skilled patient admissions, shortening lengths of stay, escalating wage inflation and professional liability losses, combined with the increased cost of capital through escalating lease payments accelerated in 2017.

In response to these issues, the Company entered into a number of agreements, amendments and new financing facilities (the Restructuring Transactions) during the three months ended March 31, 2018. See Note 3 – “ Significant Transactions and Events – Restructuring Transactions .” In total, these agreements and amendments are estimated to reduce the Company’s annual cash fixed charges by approximately $62.0 million beginning January 1, 2018. The new financing agreements provided $70.0 million of additional cash and borrowing availability, increasing the Company’s liquidity and financial flexibility. In connection with the Restructuring Transactions, the Company entered into a new asset based lending facility agreement, replacing its prior revolving credit facilities (the Revolving Credit Facilities) and eliminating its forbearance agreement. Also in connection with the Restructuring Transactions, the Company amended the financial covenants in all of its material loan agreements and all but two of its material master leases. Financial covenants beginning in 2018 were amended to account for changes in the Company’s capital structure as a result of the Restructuring Transactions and to account for the current business climate. The Company received waivers from the counterparties to two of its material master leases, for which agreements to amend financial covenants were not attained, with respect to compliance with financial covenants from March 31, 2018 through at least March 31, 2019.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers and all related amendments (ASC 606), which serves to supersede most existing revenue recognition guidance, including guidance specific to the healthcare industry. ASC 606 provides a principles-based framework for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and requires enhanced 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 Company adopted ASC 606 effective January 1, 2018 using the modified retrospective transition method. There was no cumulative effect on the opening balance of retained earnings as a result of adopting the standard as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See Note 4 – “ Net Revenues and Accounts Receivable. ”

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value; and requires separate presentation of financial assets and financial liabilities by measurement category. The Company adopted the new guidance effective January 1, 2018. The adoption of ASU 2016-01 did not have a material impact on the Company’s consolidated financial condition and results of operations.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which addresses how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The Company adopted the new guidance effective January 1, 2018. Upon assessment of the cash flow issues subject to amendment, the adoption of ASU 2016-15 did not have a material impact on the Company’s consolidated statements of cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the new guidance effective January 1, 2018. To better accommodate the adoption of ASU 2016-18, the Company has elected to separately disclose restricted cash on its consolidated balance sheets for all periods presented. The adoption of ASU 2016-18 did not have a material impact on the Company’s consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combination (805): Clarifying the Definition of a Business (ASU 2017-01), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted the new guidance effective January 1, 2018. The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial condition and results of operations.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset based upon the lease liability. The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, but with no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 months or less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense being recognized on a straight-line basis over the lease term. The guidance is effective for annual and interim periods beginning after December 15, 2018, and will require application of the new guidance at the beginning of the earliest comparable period presented. Early adoption is permitted. ASU 2016-02 must be adopted using a modified retrospective approach, which includes a number of optional practical expedients. The adoption of ASU 2016-02 is expected to have a material impact on the Company’s financial position as a result of the recognition of the right-of-use assets and liabilities associated with operating leases. The Company is still evaluating the impact on its results of operations and does not expect the adoption of this standard to have an impact on liquidity.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which permits entities to reclassify the disproportionate income tax effects of the Tax Cuts and Jobs Act (Tax Reform Act) on items within accumulated other comprehensive income (loss) to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income from continuing operations is not affected by this update. ASU 2018-02 is effective for the Company beginning January 1, 2019 and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. The Company is currently evaluating the impact that ASU 2018-02 will have on its consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . The amendments in this update provide guidance on when to record and disclose provisional amounts for certain income tax effects of the Tax Reform Act. The amendments also require any provisional amounts or subsequent adjustments to be included in net income from continuing operations. Additionally, this ASU discusses required disclosures that an entity must make with regard to the Tax Reform Act. This ASU is effective immediately as new information is available to adjust provisional amounts that were previously recorded. The Company has adopted this standard and will continue to evaluate indicators that may give rise to a change in its tax provision as a result of the Tax Reform Act.

(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 78% of its revenue from Medicare and various state Medicaid programs. The following table depicts the Company’s inpatient services segment revenue by source for the three months ended March 31, 2018 and 2017.


	Three months ended March 31,
	2018		2017
Medicare	23	%	24	%
Medicaid	55	%	54	%
Insurance	13	%	12	%
Private	8	%	9	%
Other	1	%	1	%
Total	100	%	100	%

The sources and amounts of the Company’s revenues are determined by a number of factors, including licensed bed capacity and occupancy rates of 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. Also, initiatives among managed care payors, conveners and referring acute care hospital systems to reduce lengths of stay and avoidable hospital admissions and to divert referrals to home health or other community-based care settings could have a continuing adverse impact on the Company’s business. Accordingly, there can be no assurance that the impact of any future healthcare legislation, regulation or actions by participants in the health care continuum 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

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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 the Company’s 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, 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.

Concentration of Credit Risk

The Company is exposed to the credit risk of its third-party customers, many of whom are in similar lines of business as the Company and are exposed to the same systemic industry risks of operations as the Company, resulting in a concentration of risk. These include organizations that utilize the Company’s rehabilitation services, staffing services and physician service offerings, engaged in similar business activities or having economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in regulatory and systemic industry conditions.

Management assesses its exposure to loss on accounts at the customer level. The greatest concentration of risk exists in the Company’s rehabilitation services business where it has over 200 distinct customers, many being chain operators with more than one location. The four largest customers of the Company’s rehabilitation services business comprise $58.1 million, approximately 52%, of the net outstanding contract receivables in the rehabilitation services business at March 31, 2018. One customer, which is a related party of the Company, comprises $32.0 million, approximately 28%, of the net outstanding contract receivables in the rehabilitation services business at March 31, 2018. See Note 16 – “Related Party Transactions.” An adverse event impacting the solvency of several of these large customers resulting in their insolvency or other economic distress would have a material impact on the Company.

The Company’s business is subject to a number of other known and unknown risks and uncertainties, which are discussed in Part II. Item 1A, “ Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 16, 2018, and in the Company’s Quarterly Reports on Form 10-Q, including the risk factors discussed herein in Part II. Item 1A.

Covenant Compliance

Should the Company fail to comply with its debt and lease covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing debt and lease agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position.

Although the Company is in compliance and projects to be in compliance with its material debt and lease covenants through June 30, 2019, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on the Company’s ability to remain in compliance with its covenants. Such uncertainty includes changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Patient Protection and Affordable Care Act of 2010 currently being considered in Congress, among others.

There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet its debt and lease covenants in the future.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(3) Significant Transactions and Events

Restructuring Transactions

Overview

During the quarter ended March 31, 2018, the Company entered into a number of agreements, amendments and new financing facilities further described below in an effort to strengthen significantly its capital structure. In total, the Restructuring Transactions are estimated to reduce the Company’s annual cash fixed charges by approximately $62.0 million beginning in 2018 and provided $70.0 million of additional cash and borrowing availability, increasing the Company’s liquidity and financial flexibility.

In connection with the Restructuring Transactions, the Company entered into a new asset based lending facility agreement, replacing its prior Revolving Credit Facilities, expanding its term loan borrowings, amending its real estate loans with Welltower Inc. (Welltower) while refinancing some of those loan amounts through new real estate loans. The new asset based lending facility agreement and real estate loans are financed through MidCap Funding IV Trust and MidCap Financial Trust (collectively, MidCap), respectively. For further information on these debt refinancings, see Note 8 – “ Long-Term Debt .” Also in connection with the Restructuring Transactions, the Company amended the financial covenants in all of its material loan agreements and all but two of its material master leases. Financial covenants beginning in 2018 were amended to account for changes in the Company’s capital structure as a result of the Restructuring Transactions and to account for the current business climate.

Welltower Master Lease Amendment

On February 21, 2018, the Company entered into a definitive agreement with Welltower to amend the Welltower Master Lease (the Welltower Master Lease Amendment). The Welltower Master Lease Amendment reduces the Company’s annual base rent payment by $35.0 million effective retroactively as of January 1, 2018, reduces the annual rent escalator from approximately 2.9% to 2.5% on April 1, 2018 and further reduces the annual rent escalator to 2.0% beginning January 1, 2019. In addition, the Welltower Master Lease Amendment extends the initial term of the master lease by five years to January 31, 2037 and extends the renewal term of the master lease by five years to December 31, 2048. The Welltower Master Lease Amendment also provides a potential upward rent reset, conditioned upon achievement of certain upside operating metrics, effective January 1, 2023. If triggered, the incremental rent from the rent reset is capped at $35.0 million.

Omnibus Agreement

On February 21, 2018, the Company entered into an Omnibus Agreement with Welltower and Omega Healthcare Investors, Inc. (Omega), pursuant to which Welltower and Omega committed to provide up to $40.0 million in new term loans and amend the current term loan agreement to, among other things, accommodate a refinancing of the Company’s existing asset based credit facility, in each case subject to certain conditions, including the completion of a restructuring of certain of the Company’s other material debt and lease obligations.

The Omnibus Agreement also provides that upon satisfying certain conditions, including raising new capital that is used to pay down certain indebtedness owed to Welltower and Omega, (a) $50.0 million of outstanding indebtedness owed to Welltower will be written off and (b) the Company may request conversion of not more than $50.0 million of the outstanding balance of the Company’s Welltower Real Estate Loans into equity. If the proposed equity conversion would result in any adverse REIT qualification, status or compliance consequences to Welltower, then the debt that would otherwise be converted to equity shall instead be converted into a loan incurring paid in kind interest at 2% per annum compounded quarterly, with a term of ten years commencing on the date the applicable conditions precedent to the equity conversion have been satisfied. Moreover, the Company agreed to support Welltower in connection with the sale of certain of Welltower’s interests in facilities covered by the Welltower Master Lease, including negotiating and entering into definitive new master lease agreements with third party buyers.

In connection with the Omnibus Agreement, the Company agreed to issue warrants to Welltower and Omega to purchase 900,000 shares and 600,000 shares, respectively, of the Company’s Class A Common Stock at an exercise price equal to $1.33 per

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

share. Issuance of the warrant to Welltower is subject to the satisfaction of certain conditions. The warrants may be exercised at any time during the period commencing six months from the date of issuance and ending five years from the date of issuance.

HUD Financings

In the three months ended March 31, 2018, the Company completed the financing of one skilled nursing facility with the U.S. Department of Housing and Urban Development (HUD) insured loans. The total loan amount of the financing was $10.9 million. Some of the proceeds from the financing were used to retire a real estate loan of $9.9 million. See Note 8 – “ Long-Term Debt – Real Estate Loans” and “ Long-Term Debt – HUD Insured Loans.”

(4) Net Revenues and Accounts Receivable

Revenue Streams

Inpatient Services

The Company generates revenues primarily by providing services to patients within its facilities. The Company uses interdisciplinary teams of experienced medical professionals to provide services prescribed by physicians. These teams include registered nurses, licensed practical nurses, certified nursing assistants and other professionals who provide individualized comprehensive nursing care. Many of the Company’s facilities are equipped to provide specialty care, such as on-site dialysis, ventilator care, cardiac and pulmonary management, as well as standard services, such as room and board, special nutritional programs, social services, recreational activities and related healthcare and other services. The Company assesses collectibility on all accounts prior to providing services.

Rehabilitation Therapy Services

The Company generates revenues by providing rehabilitation therapy services, including speech-language pathology, physical therapy, occupational therapy and respiratory therapy at its skilled nursing facilities and assisted/senior living facilities, as well as facilities of third-party skilled nursing operators and other outpatient settings. The majority of revenues generated by rehabilitation therapy services rendered are billed to contracted third party providers.

Other Services

The Company generates revenues by providing an array of other specialty medical services, including physician services, staffing services, and other healthcare related services.

Revenue Recognition

The Company generates revenues, primarily by providing healthcare services to its customers. Revenues are recognized when control of the promised good or service is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled from patients, third-party payers (including government programs and insurers) and others, in exchange for those goods and services.

Performance obligations are determined based on the nature of the services provided. The majority of the Company’s healthcare services represent a bundle of services that are not capable of being distinct and as such, are treated as a single performance obligation satisfied over time as services are rendered. The Company also provides certain ancillary services which are not included in the bundle of services, and as such, are treated as separate performance obligations satisfied at a point in time, if and when, those services are rendered.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. Variable consideration also exists in the form of settlements with Medicare and Medicaid as a result of retroactive adjustments due to audits and reviews. The Company applies constraint to the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenues in the period such variances become known. Adjustments arising from a change in the transaction price were not significant for the three months ended March 31, 2018.

The Company has elected a practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component due to its expectation that the period between the time the service is provided and the time payment is received will be one year or less.

Adoption of ASC 606

The Company’s adoption of ASC 606 primarily impacts the presentation of revenues due to the inclusion of variable consideration in the form of implicit price concessions contained in certain of its contracts with customers. Under ASC 606, amounts estimated to be uncollectable are generally considered implicit price concessions that are a direct reduction to net revenues. Prior to adoption of ASC 606, such amounts were classified as provision for losses on accounts receivable. For the three months ended March 31, 2018, the Company recorded approximately $24.8 million of implicit price concessions as a direct reduction of net revenues that would have been recorded as operating expenses prior to the adoption of ASC 606. The adoption of ASC 606 is not expected to have a material impact on net income on an ongoing basis. To the extent there are material subsequent events that affect the payor's ability to pay, such amounts are recorded within operating expenses.

At March 31, 2018, the Company recorded $296.0 million as a direct reduction of accounts receivable that would have been reflected as allowance for doubtful accounts in the consolidated balance sheet prior to the adoption of ASC 606.

The Company has reclassified the prior period balance of the provision for losses on accounts receivable of $23.5 million, to other operating expenses in the consolidated statements of operations. This reclassification had no effect on the reported results of operations.

Under ASC 606, the Company recognizes revenue in the statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable.

Under ASC 606, payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to private pay patients, which are billed monthly in advance. The Company had no material contract liabilities or activity as of and for the three months ended March 31, 2018.

Disaggregation of Revenues

The Company disaggregates revenue from contracts with customers by reportable operating segments and payor type. The Company notes that disaggregation of revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source. Payments are generally received within 30 to 60 days after billed. See Note 6 – “ Segment Information .”

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The composition of net revenues by payor type and operating segment for the three months ended March 31, 2018 and 2017 are as follows (in thousands):


	Three months ended March 31, 2018
				Rehabilitation
	Inpatient			Therapy			Other
	Services			Services			Services			Total
Medicare	$	251,225		$	22,483		$	—		$	273,708
Medicaid		621,433			575			—			622,008
Insurance		143,006			6,514			—			149,520
Private		86,662	(1)		160			—			86,822
Third party providers		—			110,691			23,109			133,800
Other		18,005	(2)		3,408	(2)		13,801	(3)		35,214
Total net revenues	$	1,120,331		$	143,831	.	$	36,910		$	1,301,072


	Three months ended March 31, 2017 (4)
				Rehabilitation
	Inpatient			Therapy			Other
	Services			Services			Services			Total
Medicare	$	284,910		$	25,979		$	—		$	310,889
Medicaid		642,687			587			—			643,274
Insurance		149,896			6,253			—			156,149
Private		99,600	(1)		189			—			99,789
Third party providers		—			118,629			24,371			143,000
Other		18,833	(2)		4,050	(2)		13,148	(3)		36,031
Total net revenues	$	1,195,926		$	155,687		$	37,519		$	1,389,132

(1)

Includes Assisted/Senior living revenue of $23.5 million and $24.0 million for the three months ended March 31, 2018 and 2017, respectively. Such amounts do not represent contracts with customers under ASC 606.

(2)

Primarily consists of revenue from Veteran Affairs and administration of third party facilities.

(3)

Includes net revenues from all payors generated by the other services, excluding third party providers.

(4)

The Company adopted the new revenue standard using the modified retrospective transition method. As a result, the prior period amounts have not been adjusted.

(5) 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 noncontrolling interest of the legacy FC-GEN Operations Investment, LLC (FC-GEN) owners. 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 (loss) per share (EPS) calculation.

Basic EPS was computed by dividing net loss by the weighted-average number of outstanding common shares for the period. Diluted EPS is computed by dividing net loss plus the effect of assumed conversions (if applicable) by the weighted-average number of outstanding common shares after giving effect to all potential dilutive common shares.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per common share follows (in thousands, except per share data):


	Three months ended March 31,
	2018		2017
Numerator:
Loss from continuing operations	$	(108,673)	$	(83,592)
Less: Net loss attributable to noncontrolling interests		(40,135)		(32,852)
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$	(68,538)	$	(50,740)
Loss from discontinued operations, net of taxes		—		(21)
Net loss attributable to Genesis Healthcare, Inc.	$	(68,538)	$	(50,761)
Denominator:
Weighted-average shares outstanding for basic and diluted net loss per share		98,252		91,880
Basic and diluted net loss per common share:
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$	(0.70)	$	(0.55)
Loss from discontinued operations, net of taxes		-		(0.00)
Net loss attributable to Genesis Healthcare, Inc.	$	(0.70)	$	(0.55)

The following were excluded from the computation of diluted net loss per common share in the three months ended March 31, 2018 and 2017, as their inclusion would have been anti-dilutive (in thousands):


	Three months ended March 31,
	2018		2017
		Anti-dilutive		Anti-dilutive
		shares		shares
Exchange of noncontrolling interests		61,465		62,835
Employee and director unvested restricted stock units		366		1,550
Convertible note		—		3,000
Stock Warrants		1,073		—

The combined impact of the assumed conversion to common stock and related tax implications attributable to the noncontrolling interest, the grants under the 2015 Omnibus Equity Incentive Plan, and the stock warrants are anti-dilutive to EPS because the Company is in a net loss position for the three months ended March 31, 2018. As of March 31, 2018, there were 60.7 million units attributable to the noncontrolling interests outstanding.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(6) Segment Information

The Company has three reportable operating segments: (i) inpatient services; (ii) rehabilitation therapy services; and (iii) other services.

A summary of the Company’s segmented revenues follows (in thousands, except percentages):


	Three months ended March 31,
	2018				2017				Increase / (Decrease)
	Revenue		Revenue		Revenue		Revenue
	Dollars		Percentage		Dollars		Percentage		Dollars		Percentage
Revenues:
Inpatient services:
Skilled nursing facilities	$	1,095,220	84.1	%	$	1,169,925	84.2	%	$	(74,705)	(6.4)	%
Assisted/Senior living facilities		23,586	1.8	%		23,952	1.7	%		(366)	(1.5)	%
Administration of third party facilities		2,252	0.2	%		2,433	0.2	%		(181)	(7.4)	%
Elimination of administrative services		(727)	—	%		(384)	—	%		(343)	89.3	%
Inpatient services, net		1,120,331	86.1	%		1,195,926	86.1	%		(75,595)	(6.3)	%

Rehabilitation therapy services:
Total therapy services		236,577	18.2	%		256,217	18.4	%		(19,640)	(7.7)	%
Elimination intersegment rehabilitation therapy services		(92,746)	(7.1)	%		(100,530)	(7.2)	%		7,784	(7.7)	%
Third party rehabilitation therapy services		143,831	11.1	%		155,687	11.2	%		(11,856)	(7.6)	%

Other services:
Total other services		48,508	3.7	%		46,046	3.3	%		2,462	5.3	%
Elimination intersegment other services		(11,598)	(0.9)	%		(8,527)	(0.6)	%		(3,071)	36.0	%
Third party other services		36,910	2.8	%		37,519	2.7	%		(609)	(1.6)	%

Net revenues	$	1,301,072	100.0	%	$	1,389,132	100.0	%	$	(88,060)	(6.3)	%

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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 (in thousands):


	Three months ended March 31, 2018
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,121,058	$	236,577	$	48,475	$	33	$	(105,071)	$	1,301,072
Salaries, wages and benefits		507,030		199,831		28,909		—		—		735,770
Other operating expenses		455,801		14,416		19,014		—		(105,071)		384,160
General and administrative costs		—		—		—		39,875		—		39,875
Lease expense		32,434		—		327		310		—		33,071
Depreciation and amortization expense		44,330		3,194		169		3,810		—		51,503
Interest expense		93,619		14		9		21,395		—		115,037
Loss on early extinguishment of debt		—		—		—		10,286		—		10,286
Investment income		—		—		—		(1,047)		—		(1,047)
Other (income) loss		(10)		—		78		—		—		68
Transaction costs		—		—		—		12,095		—		12,095
Long-lived asset impairments		28,360		—		—		—		—		28,360
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(154)		374		220
(Loss) income before income tax expense		(40,506)		19,122		(31)		(86,537)		(374)		(108,326)
Income tax expense		—		—		—		347		—		347
(Loss) income from continuing operations	$	(40,506)	$	19,122	$	(31)	$	(86,884)	$	(374)	$	(108,673)


	Three months ended March 31, 2017
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,196,310	$	256,217	$	45,796	$	250	$	(109,441)	$	1,389,132
Salaries, wages and benefits		581,423		212,752		30,319		—		—		824,494
Other operating expenses		438,844		21,337		15,081		—		(109,441)		365,821
General and administrative costs		—		—		—		45,086		—		45,086
Lease expense		35,317		7		295		481		—		36,100
Depreciation and amortization expense		55,980		3,747		167		4,475		—		64,369
Interest expense		103,317		14		9		21,414		—		124,754
Investment income		—		—		—		(1,109)		—		(1,109)
Other loss (income)		8,543		732		—		(241)		—		9,034
Transaction costs		—		—		—		3,025		—		3,025
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(568)		434		(134)
(Loss) income before income tax expense		(27,114)		17,628		(75)		(72,313)		(434)		(82,308)
Income tax expense		—		—		—		1,284		—		1,284
(Loss) income from continuing operations	$	(27,114)	$	17,628	$	(75)	$	(73,597)	$	(434)	$	(83,592)

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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, 2018 compared to December 31, 2017 (in thousands):


	March 31, 2018		December 31, 2017
Inpatient services	$	4,229,207	$	4,303,370
Rehabilitation therapy services		355,532		351,711
Other services		51,039		50,127
Corporate and eliminations		135,761		82,657
Total assets	$	4,771,539	$	4,787,865

The following table presents segment goodwill as of March 31, 2018 compared to December 31, 2017 (in thousands):


	Inpatient		Rehabilitation Therapy Services		Other Services		Consolidated
Balance at December 31, 2017
Goodwill		351,470		73,814		11,828		437,112
Accumulated impairment losses		(351,470)		—		—		(351,470)
	$	—	$	73,814	$	11,828	$	85,642
Balance at March 31, 2018
Goodwill		351,470		73,814		11,828		437,112
Accumulated impairment losses		(351,470)		—		—		(351,470)
	$	—	$	73,814	$	11,828	$	85,642

(7) Property and Equipment

Property and equipment consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands):


	March 31, 2018		December 31, 2017
Land, buildings and improvements	$	493,425	$	591,022
Capital lease land, buildings and improvements		736,391		752,657
Financing obligation land, buildings and improvements		2,505,773		2,525,551
Equipment, furniture and fixtures		431,800		453,230
Construction in progress		34,623		30,294
Gross property and equipment		4,202,012		4,352,754
Less: accumulated depreciation		(989,856)		(939,155)
Net property and equipment	$	3,212,156	$	3,413,599

At March 31, 2018, the Company classified the property and equipment of 23 skilled nursing facilities that qualified as assets held for sale. The total net reduction of property and equipment of $119.6 million was primarily classified in the “Land, buildings and improvements” line item. See Note 15 – “ Assets Held for Sale.”

In the three months ended March 31, 2018, the Company amended one of its master lease agreements resulting in a net capital lease asset write-down of $18.2 million. See Note 3 – “ Significant Transactions and Events – Welltower Master Lease Amendment.”

In the three months ended March 31, 2018, the Company recognized an impairment charge of $28.4 million on its property and equipment. See Note 14 – “Asset Impairment Charges - Long-Lived Assets with a Definite Useful Life.” The impairment was recorded as a $25.4 million increase to accumulated depreciation and a write-off of land under “Financing obligation land, buildings and improvements” of $3.0 million.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(8) Long-Term Debt

Long-term debt at March 31, 2018 and December 31, 2017 consisted of the following (in thousands):



	March 31, 2018		December 31, 2017
Asset based lending facilities, net of debt issuance costs of $13,376 and $0 at March 31, 2018 and December 31, 2017, respectively	$	368,874	$	—
Revolving credit facilities, net of debt issuance costs of $0 and $10,109 at March 31, 2018 and December 31, 2017, respectively		—		303,091
Term loan agreements, net of debt issuance costs of $2,728 and $3,020 and debt premium balance of $13,579 and $0 at March 31, 2018 and December 31, 2017, respectively		178,508		120,706
Real estate loans, net of debt issuance costs of $6,098 and $3,486 and debt premium balance of $36,240 and $0 at March 31, 2018 and December 31, 2017, respectively		292,579		281,039
HUD insured loans, net of debt issuance costs of $5,222 and $5,590 at March 31, 2018 and December 31, 2017, respectively		184,545		263,827
Notes payable		82,962		68,122
Mortgages and other secured debt (recourse)		12,199		12,536
Mortgages and other secured debt (non-recourse), net of debt issuance costs of $211 and $99 at March 31, 2018 and December 31, 2017, respectively		27,582		27,978
		1,147,249		1,077,299
Less: Current installments of long-term debt		(30,082)		(26,962)
Long-term debt	$	1,117,167	$	1,050,337

Asset Based Lending Facilities

On March 6, 2018, the Company entered into a new asset based lending facility agreement with MidCap. The agreement provides for a $555 million asset based lending facility comprised of (a) a $325 million first lien term loan facility, (b) a $200 million first lien revolving credit facility and (c) a $30 million delayed draw term loan facility (collectively, the ABL Credit Facilities). The commitments under the delayed draw loan facility will be reduced to $20 million in the year 2020.

The ABL Credit Facilities have a five-year term set to mature on March 6, 2023. The ABL Credit Facilities include a springing maturity clause that would accelerate its maturity 90 days prior to the maturity of the Term Loan Agreements, Welltower Real Estate Loans or MidCap Real Estate Loans, in the event those agreements are not extended or refinanced. Proceeds were used to replace and repay in full the Company’s existing $525 million Revolving Credit Facilities.

$58.0 million of the proceeds received under the ABL Credit Facilities were deposited in a restricted account. This amount is pledged to cash collateralize letters of credit previously issued under the Revolving Credit Facilities. The Company has classified this deposit as restricted cash and equivalents on the consolidated balance sheets at March 31, 2018.

Borrowings under the term loan and revolving credit facility components of the ABL Credit Facilities bear interest at a 90-day LIBOR rate (subject to a floor of 0.5%) plus an applicable margin of 6%. Borrowings under the delayed draw component bear interest at a 90-day LIBOR rate (subject to a floor of 1%) plus an applicable margin of 11%. Borrowing levels under the term loan and revolving credit facility components of the ABL Credit Facilities are limited to a borrowing base that is computed based upon the level of eligible accounts receivable.

In addition to paying interest on the outstanding principal borrowed under the revolving credit facility, the Company is required to pay a commitment fee to the lenders for any unutilized commitments. The commitment fee rate equals 0.5% per annum on the revolving credit facility and 2% on the delayed draw term loan facility. The Company will be charged a letters of credit fee equal to 6% on any undrawn letters of credit.

The term loan facility and revolving credit facility include a termination fee equal to 2% if the loans are prepaid within the first year, 1% if the loans are prepaid after year one and before year two, and 0.5% thereafter. The term loan facility and revolving credit

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

facility include an exit fee equal to $1.6 million and $1.0 million, respectively, due and payable on the earlier of the loans retirement or on the maturity date.

The ABL Credit Facilities contain representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default and security interests that are customarily required for similar financings. Financial covenants include a minimum consolidated fixed charge coverage ratio, a maximum leverage ratio and minimum liquidity.

Borrowings and interest rates under the ABL Credit Facilities were as follows at March 31, 2018 (dollars in thousands):


					Weighted
					Average
ABL Credit Facilities	Commitment		Borrowings		Interest
Term loan facility	$	325,000	$	325,000	8.31	%
Revolving credit facility (Non-HUD)		155,000		39,592	8.31	%
Revolving credit facility (HUD)		45,000		17,658	8.31	%
Delayed draw facility		30,000		—	13.31	%
	$	555,000	$	382,250	8.31	%

As of March 31, 2018, the Company had a total borrowing base capacity of $484.8 million with outstanding borrowings under the ABL Credit Facilities of $382.3 million, leaving the Company with approximately $102.5 million of available borrowing capacity under the ABL Credit Facilities.

Revolving Credit Facilities

Prior to March 6, 2018, the Company’s Revolving Credit Facilities, as amended, consisted of a senior secured, asset-based revolving credit facility of up to $525.0 million under two separate tranches: Tranche A-1 and HUD Tranche and were set to mature on February 2, 2020. Interest accrued 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 was based on the level of commitments for both tranches, and in regards to LIBOR loans (i) for Tranche A-1 ranges from 3.00% to 3.50%; and (ii) for HUD Tranche ranges from 2.50% to 3.00%. The applicable margin was based on the level of commitments for both tranches, and in regards to base rate loans (i) for Tranche A-1 ranges from 2.00% to 2.50% and (ii) for HUD Tranche ranges from 2.00% to 2.50%.

Term Loan Agreements

The Company and certain of its affiliates, including FC-GEN (the Borrower) are party to a four-year term loan agreement (the Term Loan Agreement) with an affiliate of Welltower and an affiliate of Omega. The Term Loan Agreement originally provided for term loans (the Term Loans) in the aggregate principal amount of $120.0 million, with scheduled annual amortization of 2.5% of the initial principal balance in years one, two and three, and 5.0% in year four. On March 6, 2018, the Company entered into an amendment to the Term Loans (the Term Loan Amendment) pursuant to which the Company borrowed an additional $40 million to be used for certain debt repayment and general corporate purposes (the 2018 Term Loan). The Term Loan Agreement continues to have a maturity date of July 29, 2020. The 2018 Term Loan bears interest at a rate equal to 10.0% per annum, with up to 5% per annum to be paid in kind. The Term Loan Amendment also changes the interest rate applicable to the Term Loans to be equal to 14% per annum, with up to 9% per annum to be paid in kind. As of March 31, 2018, the Term Loans and 2018 Term Loan had an outstanding principal balance of $167.7 million. Among other things, the Term Loan Amendment eliminates any principal amortization payments on any of the loans prior to maturity and modifies the financial covenants beginning in 2018.

The Term Loan Agreement is secured by a first priority lien on the equity interests of the subsidiaries of the Company and the Borrower as well as certain other assets of the Company, the Borrower and their subsidiaries, subject to certain exceptions. The Term Loan Agreement is also secured by a junior lien on the assets that secure the ABL Credit Facilities on a first priority basis.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Welltower and Omega, or their respective affiliates, are each currently landlords under certain master lease agreements to which the Company and/or its affiliates are tenants.

The Term Loan Agreement contains financial, affirmative and negative covenants, and events of default that are customary for debt securities of this type. Financial covenants include four maintenance covenants which require the Company to maintain a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio and maximum capital expenditures. The most restrictive financial covenant is the maximum leverage ratio which requires the Company to maintain a leverage ratio, as defined therein, of no more than 9.0 to 1.0 through December 31, 2018 and decreasing by 0.25 annually to 8.5 to 1.0 beginning in 2020.

The Term Loan Agreement includes a non-cash debt premium balance of $13.6 million at March 31, 2018. As the terms under the Term Loan Amendment were negotiated and executed at the same time as other Welltower amendments included in the Restructuring Transactions (i.e. the Real Estate Loan Amendments and Welltower Master Lease Amendment), U.S. GAAP requires the Company record interest expense for each instrument at a rate equal to the combined effective interest rate rather than the stated interest rate of each instrument individually. The effective interest rate was calculated by measuring the aggregate cash flows payable to Welltower under the combined amended agreements compared to the carrying value of the original obligations on March 6, 2018. Since the combined effective interest rate of all the Restructuring Transactions involving Welltower of approximately 7.5% is lower than the Term Loan Amendment weighted interest rate of 13.0%, the Company recorded a debt premium, which was offset by a corresponding discount on the Welltower financing obligation, and will amortize over the life of the Term Loan Amendment. See Note 10 – “ Financing Obligation .”

Real Estate Loans

On March 30, 2018, the Company entered into two real estate loans with MidCap (MidCap Real Estate Loans) with combined available proceeds of $75.0 million, $73.0 million of which was drawn as of March 31, 2018. The MidCap Real Estate Loans are secured by 18 skilled nursing facilities and are subject to a five-year term maturing on March 30, 2023. The maturity of the MidCap Real Estate Loans will accelerate in the event the ABL Credit Facilities are repaid in full and terminated. The loans, which are interest only in the first year, are subject to an annual interest rate equal to LIBOR (subject to a floor of 1.5%) plus an applicable margin of 5.85%. Beginning April 1, 2019, mandatory principal payments shall commence with the balance of the loans to be repaid at maturity. Proceeds from the MidCap Real Estate Loans were used to repay partially the Welltower Real Estate Loans (defined below).

The Company is subject to multiple real estate loan agreements with Welltower (Welltower Real Estate Loans). The Welltower Real Estate Loans are 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 principal balance of the Welltower Real Estate Loans. Each Welltower Real Estate Loan has a maturity date of January 1, 2022 and had a 10.25% interest rate beginning January 1, 2018.

On February 21, 2018, the Company entered into amendments to the Welltower Real Estate Loans (the Real Estate Loan Amendments). The Real Estate Loan Amendments adjust the annual interest rate beginning February 15, 2018 to 12%, of which 7% will be paid in cash and 5% will be paid in kind. In connection with the Real Estate Loan Amendments, the Company agreed to make commercially reasonable efforts to secure commitments by April 1, 2018 to repay no less than $105 million of the Welltower Real Estate Loan obligations. As of April 1, 2018, the Company secured repayments or commitments totaling approximately $87 million. As a result, the annual cash component of the interest payments will be increased by approximately $2.0 million with a corresponding decrease in the paid in kind component of interest. At March 31, 2018, the Welltower Real Estate Loans are secured by a mortgage lien on the real property and a second lien on certain receivables of the operators of the 15 remaining facilities subject to the Welltower Real Estate Loans. In the three months ended March 31, 2018, the Welltower Real Estate Loans were paid down $69.7 million using proceeds from the MidCap Real Estate Loans. The Welltower Real Estate Loans have an outstanding principal balance of $209.6 million at March 31, 2018.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Welltower Real Estate Loans include a non-cash debt premium balance of $36.2 million at March 31, 2018. As the terms under the Real Estate Loan Amendments were negotiated and executed at the same time as other Welltower amendments included in the Restructuring Transactions (i.e. the Term Loan Amendment and Welltower Master Lease Amendment), U.S. GAAP requires the Company record interest expense for each instrument at a rate equal to the combined effective interest rate rather than the stated interest rate of each instrument individually. The effective interest rate was calculated by measuring the aggregate cash flows payable to Welltower under the combined amended agreements compared to the carrying value of the original obligations on March 6, 2018. Since the combined effective interest rate of all the Restructuring Transactions involving Welltower of approximately 7.5% is lower than the Real Estate Loan Amendments weighted interest rate of 12.0%, the Company recorded a debt premium, which was offset by a corresponding discount on the Welltower financing obligation, and will amortize over the life of the Real Estate Loan Amendments. See Note 10 – “ Financing Obligation .”

Thirteen skilled nursing facilities subject to the Welltower Real Estate Loans, balances included in the disclosures noted above, were reclassified as assets held for sale in the consolidated balance sheets at March 31, 2018. These 13 skilled nursing facilities had an aggregate principal balance of $108.0 million, of which $20.1 million will be retired using proceeds from the sale and are classified as held for sale. The sale is expected to be completed in the second or third quarter of 2018. See Note 15 – “ Assets Held for Sale .”

On April 1, 2016, the Company acquired one skilled nursing facility and entered into a $9.9 million real estate loan (the Other Real Estate Loan). On February 22, 2018, the skilled nursing facility subject to the Other Real Estate Loan was refinanced through a HUD insured loan. Some of the proceeds from the refinancing were used to payoff fully the Other Real Estate Loan.

HUD Insured Loans

As of March 31, 2018, the Company has 31 skilled nursing facility loans insured by HUD with a combined aggregate principal balance of $279.0 million, which includes a $13.5 million debt premium on 10 skilled nursing facility loans established in purchase accounting in 2015. In the three months ended March 31, 2018, one skilled nursing facility was financed with a HUD insured loan for $10.9 million using some of the proceeds to retire the Other Real Estate Loan.

The HUD insured loans have an original amortization term of 30 to 35 years and an average remaining term of 30 years with fixed interest rates ranging from 3.0% to 4.2% and a weighted average interest rate of 3.5%. 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 thereafter. Any further HUD insured loans will require additional HUD approval.

All HUD insured loans are non-recourse loans to the Company. All loans 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, 2018, the Company has total escrow reserve funds of $23.0 million with the loan servicer that are reported within prepaid expenses.

The HUD loans of nine skilled nursing facilities, balances included in the disclosures noted above, were reclassified as assets held for sale in the consolidated balance sheets at March 31, 2018. These nine skilled nursing facilities had an aggregate principal balance of $88.9 million, net of debt issuance costs and debt premiums, and aggregate escrow reserve funds of $8.8 million. The nine skilled nursing facilities are expected to be sold in the second or third quarter of 2018. See Note 15 – “ Assets Held for Sale .”

Notes Payable

On January 17, 2018, the Company converted $19.6 million of its trade payables into a short-term notes payable. The note will be repaid in equal monthly installments through December 2018 at an annual interest rate of 5.75%. The note has an outstanding balance of $14.8 million at March 31, 2018.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In connection with Welltower’s sale of 64 skilled nursing facilities to Second Spring Healthcare Investments (Second Spring) on November 1, 2016, the Company issued a note totaling $51.2 million to Welltower. The note accrues cash interest at 3% and paid-in-kind interest at 7%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every May 1 and November 1. The note matures on October 30, 2020. The note has an outstanding accreted balance of $55.5 million at March 31, 2018.

In connection with Welltower’s sale of 28 skilled nursing facilities to Cindat Best Years Welltower JV LLC (CBYW) on December 23, 2016, the Company issued two notes totaling $23.7 million to Welltower. The first note has an initial principal balance of $11.7 million and accrues cash interest at 3% and paid-in-kind interest at 7%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every June 15 and December 15. The note matures on December 15, 2021. The note has an outstanding accreted principal balance of $12.7 million at March 31, 2018. The second note had an initial principal balance of $12.0 million and was converted into 3.0 million shares of common stock on November 13, 2017 and cancelled.

Other Debt

Mortgages and other secured debt (recourse). The Company carries mortgage loans and notes payable on certain of its corporate office buildings and other acquired assets. The loans are secured by the underlying real property and have fixed or variable rates of interest with a weighted average interest rate of 3.6% at March 31, 2018, with maturity dates ranging from 2018 to 2020.

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 with a weighted average interest rate of 4.7% at March 31, 2018. Maturity dates range from 2023 to 2034. 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 aggregate principal balance of these loans includes a $1.6 million debt premium on one debt instrument. The Company’s consolidated current installment of long-term debt decreased $10.9 million due to the reclassification of a non-recourse loan to long term upon the completion of a refinancing in March 2018.

Debt Covenants

The ABL Credit Facilities, the Term Loan Agreement and the Welltower Real Estate Loans (collectively, the Credit Facilities) each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio, minimum liquidity and maximum capital expenditures. At March 31, 2018, the Company was in compliance with its financial covenants contained in the Credit Facilities.

The Company’s ability to maintain compliance with its debt covenants depends in part on management’s ability to increase revenue and control costs. Should the Company fail to comply with its debt covenants at a future measurement date, it would, absent necessary and timely waivers and/or amendments, be in default under certain of its existing credit agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on the Company’s financial position.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The maturity of total debt of $1,122.6 million, excluding debt issuance costs and other non-cash debt discounts and premiums, at March 31, 2018 is as follows (in thousands):


Twelve months ended March 31,
2019	$	30,116
2020		7,008
2021		230,663
2022		208,781
2023		466,006
Thereafter		180,011
Total debt maturity	$	1,122,585

(9) 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, 2018 are as follows (in thousands):


Twelve months ended March 31,	Capital Leases		Operating Leases
2019	$	93,130	$	120,024
2020		91,097		117,641
2021		93,038		117,443
2022		95,066		108,377
2023		97,143		86,007
Thereafter		3,463,866		235,472
Total future minimum lease payments		3,933,340	$	784,964
Less amount representing interest		(2,920,945)
Capital lease obligation		1,012,395
Less current portion		(2,411)
Long-term capital lease obligation	$	1,009,984

Capital Lease Obligations

The capital lease obligations represent the present value of future minimum lease payments under such capital lease and cease to use arrangements and bear a weighted average imputed interest rate of 10.0% at March 31, 2018, and mature at dates ranging from 2026 to 2048.

Deferred Lease Balances

At March 31, 2018 and December 31, 2017, the Company had $32.7 million and $34.9 million, respectively, of favorable leases net of accumulated amortization, included in identifiable intangible assets, and $14.3 million and $15.5 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 arise through the acquisition of operating leases in place that 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 its 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, 2018 and December 31, 2017, the Company had $28.0 million and $28.7 million, respectively, of deferred straight-line rent balances included in other long-term liabilities on the consolidated balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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 and a minimum consolidated fixed charge coverage.

The Company has master lease agreements with Welltower, Sabra Health Care REIT, Inc. (Sabra) and Omega (collectively, the Master Lease Agreements). The Master Lease Agreements each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and minimum liquidity. At March 31, 2018, the Company is in compliance with the financial covenants contained in the Master Lease Agreements.

The Company has a master lease agreement with Second Spring involving 64 of its facilities. The Company did not meet a financial covenant contained in this master lease agreement at March 31, 2018. The Company received a waiver for this covenant through March 31, 2018 and an agreement to waive this covenant under certain conditions through March 31, 2019.

The Company has a master lease agreement with CBYW involving 28 of its facilities. The Company did not meet certain financial covenants contained in this master lease agreement at March 31, 2018. The Company received a waiver for these covenant breaches through October 24, 2019.

At March 31, 2018, the Company did not meet certain financial covenants contained in seven leases related to 45 of its facilities. The Company is and expects to continue to be current in the timely payment of its obligations under such leases. These leases do not have cross default provisions, nor do they trigger cross default provisions in any of the Company’s other loan or lease agreements. The Company will continue to work with the related credit parties to amend such leases and the related financial covenants. The Company does not believe the breach of such financial covenants at March 31, 2018 will have a material adverse impact on it. The Company has been afforded certain cure rights to such defaults by posting collateral in the form of additional letters of credit or security deposit.

The Company’s ability to maintain compliance with its lease covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly lease covenant compliance requirements. Should the Company fail to comply with its lease covenants at a future measurement date, it would, absent necessary and timely waivers and/or amendments, be in default under certain of its existing lease agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on the Company’s financial position.

(10) Financing Obligation

Financing obligations represent the present value of future minimum lease payments under such lease arrangements and bear a weighted average imputed interest rate of approximately 9.0% at March 31, 2018 compared to a weighted average imputed interest rate of 10.6% at December 31, 2017, and mature at dates ranging from 2021 to 2048.

The Welltower Master Lease Amendment includes a non-cash financing obligation discount balance of $49.8 million at March 31, 2018. As the terms under the Welltower Master Lease Amendment were negotiated and executed at the same time as other Welltower amendments included in the Restructuring Transactions (i.e. the Term Loan Amendment and Real Estate Loan Amendment), U.S. GAAP requires the Company record interest expense for each instrument at a rate equal to the combined effective interest rate rather than the stated interest rate of each instrument individually. The effective interest rate was calculated by measuring the aggregate cash flows payable to Welltower under the combined amended agreements compared to the carrying value of the original obligations on March 6, 2018. Since the combined effective interest rate of all the Restructuring Transactions

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

involving Welltower of approximately 7.5% is higher than the Welltower Master Lease Amendment weighted interest rate of approximately 7.0%, the Company recorded a financing obligation discount, which was offset by a corresponding premium on each of the Welltower Real Estate Loans and Term Loan Amendment, and will amortize over the life of the Welltower Master Lease Amendment. See Note 8 – “ Long-Term Debt – Term Loan Agreements ” and “ Long-Term Debt – Real Estate Loans .”

Future minimum payments for the next five years and thereafter under leases classified as financing obligations at March 31, 2018 are as follows (in thousands):


Twelve months ended March 31,
2019	$	244,126
2020		248,709
2021		253,654
2022		254,756
2023		254,224
Thereafter		7,043,409
Total future minimum lease payments		8,298,878
Less amount representing interest		(5,426,402)
Financing obligations	$	2,872,476
Less current portion		(1,930)
Long-term financing obligations	$	2,870,546

(11) Income Taxes

The Company effectively owns 61.9% 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. FC-GEN is subject to income taxes in several U.S. state and local jurisdictions. The income taxes assessed by these jurisdictions are included in the Company’s tax provision, but at its 61.9% ownership of FC-GEN.

For the three months ended March 31, 2018, the Company recorded income tax expense of $0.3 million from continuing operations, representing an effective tax rate of (0.3)%, compared to income tax benefit of $1.3 million from continuing operations, representing an effective tax rate of (1.6)%, for the same period in 2017.

The change in the effective tax rate for the three months ended March 31, 2018, is attributable to a reduced projected change in the Company’s hanging credit deferred tax liability compared to the prior period that is the result of the goodwill impairment recorded against the inpatient services business in the third quarter of 2017.

The Company continues to assess the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard. Management had previously determined that the Company would not realize its deferred tax assets and established a valuation allowance against the deferred tax assets. As of March 31, 2018, management has determined that the valuation allowance is still necessary.

The Company’s Bermuda captive insurance company is expected to generate positive U.S. federal taxable income in 2018, with no net operating loss to offset its taxable income. The captive also does not have any tax credits to offset its U.S. federal income tax. For the three months ended March 31, 2018, the captive insurance company’s current and deferred income taxes comprised the most significant portion of the Company’s overall tax provision.

The Company provides rehabilitation therapy services within the People’s Republic of China and Hong Kong. At March 31, 2018, these business operations do not comprise a significant portion of the Company’s overall operating results. Management does not anticipate these operations will generate taxable income in the near term. The operations currently do not have a material effect on the Company’s effective tax rate.

The SEC issued Staff Accounting Bulletin No. 118 (SAB 118) on December 23, 2017. SAB 118 provides a one-year measurement period from a registrant’s reporting period that includes the Tax Reform Act enactment date to allow the registrant

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

sufficient time to obtain, prepare and analyze information to complete the accounting required under ASC 740. In addition to the aforementioned impacts to the Company's consolidated financial statements as of December 31, 2017, the Tax Reform Act could have other impacts on the Company in the future. The Company's federal net operating losses that have been incurred prior to December 31, 2017 will continue to have a 20-year carryforward limitation applied and will need to be evaluated for recoverability in the future as such. For net operating losses created after December 31, 2017, the net operating losses will have an indefinite life, but usage will be limited to 80% of taxable income in any given year. The Company has estimated the impact of the Tax Reform Act on state income taxes reflected in its income tax expense for the three months ended March 31, 2018. Reasonable estimates for the Company’s state and local provision were made based on the Company's analysis of tax reform. These provisional amounts may be adjusted in future periods during 2018 when additional information is obtained. Additional information that may affect the Company's provisional amounts would include further clarification and guidance on how the Internal Revenue Service (IRS) will implement tax reform and further clarification and guidance on how state taxing authorities will implement tax reform and the related effect on our state and local income tax returns, state and local net operating losses and corresponding valuation allowances.

Exchange Rights and Tax Receivable Agreement

The owners of FC-GEN have the right to exchange their membership units in FC-GEN , along with an equivalent number of Class C shares, 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 would increase and its purchase price would 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 affected assets. There were exchanges of 830,082 FC-GEN units and Class C shares in the three months ended March 31, 2018 equating to 830,224 Class A shares. The exchanges during the three months ended March 31, 2018 resulted in a $5.5 million internal revenue code (IRC) Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN. There were exchanges of 1,648,869 FC-GEN units and Class C shares during the three months ended March 31, 2017 equating to 1,649,153 Class A shares. The exchanges during the three months ended March 31, 2017 resulted in a $10.9 million IRC Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN.

The Company has 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 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 common 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 common 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

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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.

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.

(12) 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 12 months and are measured on a “claims made” basis. Regarding workers’ compensation, the Company self-insures to its deductible and purchases statutorily required insurance coverage in excess of its deductible. There is a risk that amounts funded by 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 periodic 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 semi-annual basis or more frequently 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

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

and nationwide nursing home trends. The foundation for most of these methods is the Company’s actual historical reported and/or paid loss data. 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. The discount rate for the current policy year is 1.48%. 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 $7.0 million and $6.7 million as of March 31, 2018 and December 31, 2017, respectively. The reserves for general and professional liability are recorded on an undiscounted basis.

For the three months ended March 31, 2018 and 2017, the provision for general and professional liability risk totaled $28.1 million and $34.5 million, respectively. The reserves for general and professional liability were $454.8 million and $442.9 million as of March 31, 2018 and December 31, 2017, respectively.

For the three months ended March 31, 2018 and 2017, the provision for workers’ compensation risk totaled $15.3 million and $17.2 million, respectively. The reserves for workers’ compensation risks were $174.5 million and $174.6 million as of March 31, 2018 and December 31, 2017, 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. This accrual for incurred but not yet reported claims was $18.6 million and $17.5 million as of March 31, 2018 and December 31, 2017, respectively. 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 and certain of its subsidiaries are involved in various litigation and regulatory investigations arising in the ordinary course of business. While there can be no assurance, based on the Company’s evaluation of information currently available, with the exception of the specific matters noted below, management does not believe the results of such litigation and regulatory investigations would have a material adverse effect on the results of operations, financial position or cash flows of the Company. However, the Company’s assessment of materiality may be affected by limited information (particularly in the early stages of government investigations). Accordingly, the Company’s assessment of materiality may change in the future based upon availability of discovery and further developments in the proceedings at issue. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible.

From time to time the Company may enter into confidential discussions regarding the potential settlement of pending investigations or litigation. There are a variety of factors that influence the Company’s decisions to settle and the amount it may choose to pay, including the strength of the Company’s case, developments in the investigation or litigation, the behavior of other interested parties, the demand on management time and the possible distraction of the Company’s employees associated with the case and/or the possibility that the Company may be subject to an injunction or other equitable remedy. The settlement of any

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

pending investigation, litigation or other proceedings could require the Company to make substantial settlement payments and result in its incurring substantial costs.

(13) Fair Value of Financial Instruments

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

The Company’s financial instruments, other than its 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. The Company is not involved in any other off-balance-sheet arrangements that have or are reasonably likely to have a material current or future impact on its financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures, or capital resources.

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.
	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 present the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):


	Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	March 31,		Identical Assets		Observable Inputs		Inputs
Assets:	2018		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	57,705	$	57,705	$	—	$	—
Restricted cash and equivalents		64,402		64,402		—		—
Restricted investments in marketable securities		126,083		126,083		—		—
Total	$	248,190	$	248,190	$	—	$	—


	Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	December 31,		Identical Assets		Observable Inputs		Inputs
Assets:	2017		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	54,525	$	54,525	$	—	$	—
Restricted cash and equivalents		4,113		4,113		—		—
Restricted investments in marketable securities		126,116		126,116		—		—
Total	$	184,754	$	184,754	$	—	$	—

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Company places its cash and cash equivalents, restricted 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.

Debt Instruments

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


	March 31, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
Asset based lending facilitites	$	368,874	$	368,874	$	—	$	—
Revolving credit facilities		—		—		303,091		303,091
Term loan agreements		178,508		178,508		120,706		120,706
Real estate bridge loans		292,579		292,579		281,039		281,039
HUD insured loans		184,545		183,712		263,827		250,768
Notes payable		82,962		82,962		68,122		68,122
Mortgages and other secured debt (recourse)		12,199		12,199		12,536		12,536
Mortgages and other secured debt (non-recourse)		27,582		27,582		27,978		27,978
	$	1,147,249	$	1,146,416	$	1,077,299	$	1,064,240

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 this approach approximates the exit price notion of fair value measurement and 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 .

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


			Impairment Charges -
	Carrying Value		Three months ended
	March 31, 2018		March 31, 2018
Assets:
Property and equipment, net	$	3,212,156	$	28,360
Goodwill		85,642		—
Intangible assets, net		138,186		—

			Impairment Charges -
	Carrying Value		Three months ended
	December 31, 2017		March 31, 2017
Assets:
Property and equipment, net	$	3,413,599	$	—
Goodwill		85,642		—
Intangible assets, net		142,976		—

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.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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 affect 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.

(14) Asset Impairment Charges

Long-Lived Assets with a Definite Useful Life

In each quarter, the Company’s long-lived assets with a definite useful life are tested for impairment at the lowest levels for which there are identifiable cash flows. The Company estimated the future net undiscounted cash flows expected to be generated from the use of the long-lived assets and then compared the estimated undiscounted cash flows to the carrying amount of the long-lived assets. The cash flow period was based on the remaining useful lives of the primary asset in each long-lived asset group, principally a building in the inpatient segment and customer relationship assets in the rehabilitation therapy services segment. During the three months ended March 31, 2018 and 2017, the Company recognized impairment charges in the inpatient segment totaling $28.4 million and $0.0 million, respectively.

(15) Assets Held for Sale

In the normal course of business, the Company continually evaluates the performance of its operating units, with an emphasis on selling or closing underperforming or non-strategic assets. These assets are evaluated to determine whether they qualify as assets held for sale or discontinued operations. The assets and liabilities of a disposal group classified as held for sale shall be presented separately in the asset and liability sections, respectively, of the statement of financial position in the period in which they are identified only. Assets held for sale that qualify as discontinued operations are removed from the results of continuing operations. The results of operations in the current and prior year periods, along with any cost to exit such businesses in the year of discontinuation, are classified as discontinued operations in the consolidated statements of operations.

In the first quarter of 2018, the Company identified a disposal group of 23 skilled nursing facilities operated by the Company in the state of Texas that qualified as assets held for sale. The Company entered into a purchase and sale agreement to sell the facilities for $120.0 million. The transaction will mark an exit from the inpatient business in Texas. Thirteen of the facilities are subject to Welltower Real Estate Loans, nine of the facilities are subject to HUD-insured loans and one facility is leased and accounted for as a financing obligation. Closing is subject to licensure and other regulatory approvals and expected to occur in the second or third quarter of 2018. The disposal group does not meet the criteria as a discontinued operation. No gain or loss was recognized in the statements of operations for the disposal group.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table sets forth the major classes of assets and liabilities included as part of the disposal group (in thousands):


	March 31, 2018
Current assets:
Prepaid expenses	$	8,821
Long-term assets:
Property and equipment, net of accumulated depreciation of $23,390		119,596
Total assets	$	128,417
Current liabilities:
Current installments of long-term debt	$	2,097
Long-term liabilities:
Long-term debt		107,231
Financing obligations		19,670
Total liabilities	$	128,998

( 16) Related Party Transactions

The Company provides rehabilitation services to certain facilities owned and operated by a customer in which certain members of the Company’s board of directors beneficially own an ownership interest. These services resulted in net revenue of $32.9 million and $37.7 million in the three months ended March 31, 2018 and 2017, respectively. The services resulted in net accounts receivable balances of $32.0 million at March 31, 2018 and December 31, 2017. These accounts receivable balances are net of a $55.0 million reserve recorded in 2017. The Company deemed this reserve prudent giving the delays in collection on account of this related party customer. The reserve represents the judgment of management, and does not indicate a forgiveness of any amount of the outstanding accounts receivable owed by this related party customer. The Company is monitoring the financial condition of this customer and will adjust the reserve levels accordingly as new information about their outlook is available.

Effective May 1, 2016, the Company completed the sale of its hospice and home health operations to FC Compassus LLC for $72.0 million in cash and a $12.0 million interest-bearing note. Certain members of the Company’s board of directors indirectly beneficially hold ownership interests in FC Compassus LLC totaling less than 10% in the aggregate. The combined note and accrued interest balance of $16.4 million remains outstanding at March 31, 2018. On May 1, 2016, the Company entered into preferred provider and affiliation agreements with FC Compassus LLC. Fees for these services amounted to $3.2 million and $2.7 million in the three months ended March 31, 2018 and 2017, respectively.

(17) Subsequent Events

The Company divested five skilled nursing facilities on April 1, 2018. All five of the skilled nursing facilities, three located in Massachusetts and two located in Kentucky, were terminated from their respective master lease agreements with Sabra. The five skilled nursing facilities generated annual revenues of $28.5 million and pre-tax net loss of $2.9 million. The Company recognized a gain of $0.3 million, which is included in other loss on the consolidated statements of operations.

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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 (MD&A) 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. As used in this MD&A, the words “we,” “our,” “us” and the “Company,” and similar terms, refer collectively to Genesis Healthcare, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise. This MD&A should be read in conjunction with our consolidated financial statements and related notes included in this report, as well as the financial information and MD&A contained in the our Annual Report (defined below).

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. Historical results may not indicate future performance. Our 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 discussed in our Annual Report on Form 10-K for the year ended December 31, 2017, particularly in Item 1A, “Risk Factors,” which was filed with the SEC on March 16, 2018 (the Annual Report), as well as others that are discussed in this Form 10-Q. These risks and uncertainties 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 and a rehabilitation therapy business. We have an administrative services 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. At March 31, 2018, we provided inpatient services through 469 skilled nursing, senior/assisted living and behavioral health centers located in 30 states. Revenues of our owned, leased and otherwise consolidated centers constitute approximately 86% of our revenues.

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 11% of our revenues.

We provide an array of other specialty medical services, including management services, physician services, staffing services, and other healthcare related services, which comprise the balance of our revenues.

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Recent Transactions and Events

Restructuring Transactions

Overview

During the quarter ended March 31, 2018, we entered into a number of agreements, amendments and new financing facilities further described below (the Restructuring Transactions) in an effort to strengthen significantly our capital structure. In total, the Restructuring Transactions are estimated to reduce our annual cash fixed charges by approximately $62.0 million beginning in 2018 and provided $70.0 million of additional cash and borrowing availability, increasing our liquidity and financial flexibility.

In connection with the Restructuring Transactions, we entered into a new asset based lending facility agreement, replacing our prior revolving credit facilities (the Revolving Credit Facilities) and eliminating its forbearance agreement. Also in connection with the Restructuring Transactions, we amended the financial covenants in all of our material loan agreements and all but two of our material master leases. Financial covenants beginning in 2018 were amended to account for changes in our capital structure as a result of the Restructuring Transactions and to account for the current business climate. We received waivers from the counterparties to two of our material master leases, for which agreements to amend financial covenants were not attained, with respect to compliance with financial covenants from December 31, 2017 through at least March 31, 2019.

The new asset based lending facility agreement and real estate loans are financed through MidCap Funding IV Trust and MidCap Financial Trust (collectively, MidCap), respectively.

Asset Based Lending Facilities

On March 6, 2018, we entered into a new asset based lending facility agreement with MidCap. The agreement provides for a $555 million asset based lending facility comprised of (a) a $325 million first lien term loan facility, (b) a $200 million first lien revolving credit facility and (c) a $30 million delayed draw term loan facility (collectively, the ABL Credit Facilities).

The ABL Credit Facilities have a five year term and proceeds were used to replace and repay in full our existing $525 million Revolving Credit Facilities scheduled to mature on February 2, 2020. The ABL Credit Facilities include a springing maturity clause that would accelerate its maturity 90 days prior to the maturity of the Term Loan Agreements, Welltower Real Estate Loans or MidCap Real Estate Loans, in the event those agreements are not extended or refinanced.

Term Loan Amendment

On March 6, 2018, we entered into an amendment to the term loan with affiliates of Welltower Inc. (Welltower) and Omega Healthcare Investors, Inc. (Omega) (the Term Loan Amendment) pursuant to which we borrowed an additional $40 million to be used for certain debt repayment and general corporate purposes (the 2018 Term Loan).

The 2018 Term Loan will mature July 29, 2020 and bears interest at a rate equal to 10.0% per annum, with up to 5% per annum to be paid in kind. The Term Loan Amendment also changes the interest rate applicable to the initial loans funded on July 29, 2016 to be equal to 14% per annum, with up to 9% per annum to be paid in kind.

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Among other things, the Term Loan Amendment eliminates any principal amortization payments on any of the loans prior to maturity and modifies the financial covenants beginning in 2018.

Welltower Master Lease Amendment

On February 21, 2018, we entered into a definitive agreement with Welltower to amend the Welltower Master Lease (the Welltower Master Lease Amendment). The Welltower Master Lease Amendment reduces our annual base rent payment by $35.0 million effective retroactively as of January 1, 2018, reduces the annual rent escalator from approximately 2.9% to 2.5% on April 1, 2018 and further reduces the annual rent escalator to 2.0% beginning January 1, 2019. In addition, the Welltower Master Lease Amendment extends the initial term of the master lease by five years to January 31, 2037 and extends the renewal term of the master lease by five years to December 31, 2048. The Welltower Master Lease Amendment also provides a potential upward rent reset, conditioned upon achievement of certain upside operating metrics, effective January 1, 2023. If triggered, the incremental rent from the rent reset is capped at $35.0 million.

Omnibus Agreement

On February 21, 2018, we entered into an Omnibus Agreement with Welltower and Omega, pursuant to which Welltower and Omega committed to provide up to $40.0 million in new term loans and amend the current term loan to, among other things, accommodate a refinancing of our existing asset based credit facility, in each case subject to certain conditions, including the completion of a restructuring of certain of our other material debt and lease obligations. See Term Loan Amendment above.

The Omnibus Agreement also provides that upon satisfying certain conditions, including raising new capital that is used to pay down certain indebtedness owed to Welltower and Omega, (a) $50.0 million of outstanding indebtedness owed to Welltower will be written off and (b) we may request conversion of not more than $50.0 million of the outstanding balance of our Welltower real estate loans into equity. If the proposed equity conversion would result in any adverse REIT qualification, status or compliance consequences to Welltower, then the debt that would otherwise be converted to equity shall instead be converted into a loan incurring paid in kind interest at 2% per annum compounded quarterly, with a term of ten years commencing on the date the applicable conditions precedent to the equity conversion have been satisfied. Moreover, we agreed to support Welltower in connection with the sale of certain of Welltower’s interests in facilities covered by the Welltower Master Lease, including negotiating and entering into definitive new master lease agreements with third party buyers.

In connection with the Omnibus Agreement, we agreed to issue warrants to Welltower and Omega to purchase 900,000 shares and 600,000 shares, respectively, of our Class A Common Stock at an exercise price equal to $1.33 per share. Issuance of the warrant to Welltower is subject to the satisfaction of certain conditions. The warrants may be exercised at any time during the period commencing six months from the date of issuance and ending five years from the date of issuance.

Welltower Real Estate Loans Amendment

On February 21, 2018, we entered into an amendment (the Real Estate Loan Amendments) to the Welltower real estate loan (Welltower Real Estate Loans) agreements. The Real Estate Loan Amendments adjust the annual interest rate beginning February 15, 2018 to 12%, of which 7% will be paid in cash and 5% will be paid in kind. Previously, these loans carried a 10.25% cash pay interest rate that increased by 0.25% annually on January 1.

In connection with the Real Estate Loan Amendments, we agreed to make commercially reasonable efforts to secure commitments by April 1, 2018 to repay no less than $105.0 million of the Welltower Real Estate Loans. In the event we are unsuccessful securing such commitments or otherwise reducing the outstanding obligation of the Welltower Real Estate Loans, the cash pay component of the interest rate will be increased by approximately $2 million annually while the paid in kind component of the interest rate will be decreased by a corresponding amount. As of April 1, 2018, we secured repayments or commitments totaling approximately $87 million.

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MidCap Real Estate Loans

On March 30, 2018, we entered into two real estate loans with MidCap (MidCap Real Estate Loans) with combined available proceeds of $75.0 million, $73.0 million of which was drawn as of March 31, 2018. The MidCap Real Estate Loans are secured by 18 skilled nursing facilities and are subject to a five-year term maturing on March 30, 2023. The maturity of the MidCap Real Estate Loans will accelerate in the event the ABL Credit Facilities are repaid in full and terminated. The loans, which are interest only in the first year, are subject to an annual interest rate equal to LIBOR (subject to a floor of 1.5%) plus an applicable margin of 5.85%. Beginning April 1, 2019, mandatory principal payments shall commence with the balance of the loans to be repaid at maturity. Proceeds from the MidCap Real Estate Loans were used to repay partially the Welltower Real Estate Loans.

Industry Trends and Recent Regulatory Governmental Actions Affecting Revenue

Centers for Medicare and Medicaid Services (CMS) Proposed Rules

On April 27, 2018, CMS released proposed payment and quality measures rules for skilled nursing facilities prospective payment services (SNF PPS) Medicare Part A fee for services. CMS will accept public comments on the proposed revisions through June 26, 2018. Final rules are expected to be released the end of July 2018. Under current law, CMS has to finalize these rules 60-days before the start of the federal fiscal year (October 1, 2018). The proposed rules address three specific issue areas, discussed below, related to fiscal year 2019 requirements. Additionally, the proposed rule introduced changes in the payment and case-mix methodology for Part A skilled nursing services, which the agency is considering to implement no sooner than the beginning of fiscal year 2020 (October 1, 2019).

Skilled Nursing Facility Medicare Part A Payment Rates

The proposed rule establishes a market basket increase of 2.4% as mandated under the Bipartisan Budget Act of 2018 effective October 1, 2018. Reimbursement for fiscal year 2019 will be based on the current payment methodology using the Resource Utilization Group, Version IV (RUG-IV) model with no significant changes in the patient classification system.

Skilled Nursing Facility Quality Measures:

Current performance measures mandated for the skilled nursing facility Quality Reporting Program (QRP) for fiscal year 2019 were established in the final SNF PPS rules adopted on August 4, 2017. The proposed rules summarize these requirements and solicit comments on the appropriateness of the current measures. No additional requirements are proposed for this fiscal year.

Skilled Nursing Facility Value-Based Purchasing Program (SNF-VBP Program)

The Protecting Access to Medicare Act of 2014 (PAMA), enacted on April 1, 2014, authorized a SNF-VBP Program that requires CMS to adopt a SNF-VBP Program payment adjustment for skilled nursing facilities effective October 1, 2018. In the fiscal year 2018 SNF PPS final rules issued by CMS on August 4, 2017, detailed instructions were provided for the SNF-VBP Program. The SNF PPS final rule adopts the Skilled Nursing Facility Readmission Measure as the skilled nursing facility 30-day all-cause readmission measure for the SNF-VBP Program. The proposed rules reiterate these instructions and affirm that effective October 1, 2018, skilled nursing facilities will experience a 2% withhold to fund the incentive payment pool. Simultaneously, based upon performance, skilled nursing facilities will have an opportunity to have their reimbursement rates adjusted for incentive payments based on their performance under the SNF-VBP Program.

All skilled nursing facilities will receive two scores, one for achievement and the other for improvement of their hospital readmission measure over the designated reporting period. All skilled nursing facilities will be ranked from high to low based on the higher of the two scores. The highest ranked facilities will receive the highest payments, and the lowest ranked facilities will receive payments that are less than what they otherwise would have received without the SNF-VBP Program.

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New Patient-Driven Payment Model (PDPM)

In the proposed skilled nursing facility rules, CMS proposed to replace the existing case-mix classification methodology, the RUG-IV model, with a revised case mix methodology called the Patient Driven Payment Model (PDPM). The proposed rules indicate an implementation date for these changes effective October 1, 2019. The PDPM is a variation of the proposed Resident Classification System Version 1 (RCS-1) concept that was the subject of an Advanced Notice of Proposed Rulemaking issued by CMS during 2017. Like the RCS-I proposal, the PDPM is expected to better account for patient characteristics by relating payment to patients' conditions and clinical needs rather than on volume-based services. The PDPM is required to be budget neutral relative to the current RUG-IV model such that aggregate Medicare outlays to skilled nursing facilities is not intended to change. The new model is designed to more accurately reflect resource utilization without incentivizing inappropriate care delivery.

Decisions Regarding Skilled Nursing Facility Payment

In addition to setting the payment rules for skilled nursing facility services using the SNF-VBP Program, CMS annually adjusts its payment rules for other acute and post-acute service providers including hospitals and home health agencies using a similar SNF-VBP Program. It is important to understand the Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses us for our services. Budget pressures often lead the federal government to reduce or place limits on reimbursement rates under Medicare. Implementation of these and other types of measures has in the past, and could in the future, result in substantial reductions in our revenue and operating margins.

Requirements of Participation

On October 4, 2016, CMS published a final rule to make major changes to improve the care and safety of residents in long-term care facilities that participate in the Medicare and Medicaid programs. The policies in this final rule are targeted at reducing unnecessary hospital readmissions and infections, improving the quality of care, and strengthening safety measures for residents in these facilities.

Changes finalized in this rule include:

Strengthening the rights of long-term care facility residents.

Ensuring that long-term care facility staff members are properly trained on caring for residents with dementia and in preventing elder abuse.

Ensuring that long-term care facilities take into consideration the health of residents when making decisions on the kinds and levels of staffing a facility needs to properly take care of its residents.

Ensuring that staff members have the right skill sets and competencies to provide person-centered care to residents. The care plans developed for residents will take into consideration their goals of care and preferences.

Improving care planning, including discharge planning for all residents with involvement of the facility’s interdisciplinary team and consideration of the caregiver’s capacity, giving residents information they need for follow-up after discharge, and ensuring that instructions are transmitted to any receiving facilities or services.

Updating the long-term care facility’s infection prevention and control program, including requiring an infection prevention and control officer and an antibiotic stewardship program that includes antibiotic use protocols and a system to monitor antibiotic use.

The regulations became effective on November 28, 2016. CMS is implementing the regulations using a phased approach. The phases are as follows:

Phase 1: The regulations included in Phase 1 were implemented by November 28, 2016.

Phase 2: The regulations included in Phase 2 were implemented by November 28, 2017.

Phase 3: The regulations included in Phase 3 must be implemented by November 28, 2019.

Some regulatory sections are divided among more than one phase, and some of the more extensive new requirements have been placed in later phases to allow facilities time to successfully prepare to achieve compliance.

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The total costs associated with implementing the new regulations have been absorbed into our general operating costs. Failure to comply with the new regulations could result in exclusion from the Medicare and Medicaid programs and have an adverse impact on our business, financial condition or results of operations. We have substantially complied with the regulations imposed through the Phase 1 and Phase 2 implementation.

Key Performance and Valuation Measures

In order to assess our financial performance between periods, we evaluate certain key performance and valuation measures for each of our operating segments separately for the periods presented. Results and statistics may not be comparable period-over-period due to the impact of acquisitions and dispositions, or the impact of new and lost therapy contracts.

The following is a glossary of terms for some of our key performance and valuation measures 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/senior living center) for one qualifying day in that period.

“Adjusted EBITDA” is defined as EBITDA adjusted for newly acquired or constructed businesses with start-up losses and other adjustments to provide a supplemental performance measure. 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 newly acquired or constructed businesses with start-up losses and other adjustments to provide a supplemental valuation measure. 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/senior 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/senior 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 attributable to Genesis Healthcare, Inc. before net income or loss of non-controlling interests, net income or loss from discontinued operations, depreciation and amortization expense, interest expense and 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.

“Insurance” refers collectively to commercial insurance and managed care payor sources, including Medicare Advantage beneficiaries, but does not include managed care payors 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 and valuation measures for our businesses are set forth below, followed by a comparison and analysis of our financial results:


	Three months ended March 31,
	2018		2017
Financial Results (in thousands)
Net revenues	$	1,301,072	$	1,389,132
EBITDA		58,214		106,815
Adjusted EBITDAR		150,618		165,690
Adjusted EBITDA		117,547		129,590
Net loss attributable to Genesis Healthcare, Inc.		(68,538)		(50,761)

INPATIENT SEGMENT:


	Three months ended March 31,
	2018			2017
Occupancy Statistics - Inpatient
Available licensed beds in service at end of period		54,554			57,394
Available operating beds in service at end of period		52,419			55,376
Available patient days based on licensed beds		4,909,860			5,165,460
Available patient days based on operating beds		4,718,119			4,984,784
Actual patient days		4,006,121			4,264,825
Occupancy percentage - licensed beds		81.6	%		82.6	%
Occupancy percentage - operating beds		84.9	%		85.6	%
Skilled mix		20.1	%		20.6	%
Average daily census		44,512			47,387
Revenue per patient day (skilled nursing facilities)
Medicare Part A	$	526		$	523
Insurance		458			449
Private and other		335			312
Medicaid		224			217
Medicaid (net of provider taxes)		204			197
Weighted average (net of provider taxes)	$	276		$	271
Patient days by payor (skilled nursing facilities)
Medicare		450,022			508,636
Insurance		314,827			328,612
Total skilled mix days		764,849			837,248
Private and other		236,095			279,384
Medicaid		2,805,552			2,944,333
Total Days		3,806,496			4,060,965
Patient days as a percentage of total patient days (skilled nursing facilities)
Medicare		11.8	%		12.5	%
Insurance		8.3	%		8.1	%
Skilled mix		20.1	%		20.6	%
Private and other		6.2	%		6.9	%
Medicaid		73.7	%		72.5	%
Total		100.0	%		100.0	%
Facilities at end of period
Skilled nursing facilities
Leased		359			368
Owned		44			60
Joint Venture		5			5
Managed *		35			34
Total skilled nursing facilities		443			467
Total licensed beds		54,483			57,252
Assisted/Senior living facilities:
Leased		19			19
Owned		4			4
Joint Venture		1			1
Managed		2			2
Total assisted/senior living facilities		26			26
Total licensed beds		2,209			2,182
Total facilities		469			493

Total Jointly Owned and Managed— (Unconsolidated)		15			15

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REHABILITATION THERAPY SEGMENT**:


	Three months ended March 31,
	2018			2017
Revenue mix %:
Company-operated		38	%		38	%
Non-affiliated		62	%		62	%
Sites of service (at end of period)		1,460			1,575
Revenue per site	$	156,874		$	156,555
Therapist efficiency %		68	%		69	%

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

** Excludes respiratory therapy services.

Reasons for Non-GAAP Financial Disclosure

The following discussion includes references to Adjusted EBITDAR, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures (collectively, Non-GAAP Financial Measures). 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. We have provided reconciliations of the Non-GAAP Financial Measures to the most directly comparable GAAP financial measures.

We believe the presentation of Non-GAAP Financial Measures 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 measures used by management and others who follow our industry to estimate the value of our company; and

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

We use Non-GAAP Financial Measures primarily as performance measures and believe that the GAAP financial measure most directly comparable to them is net loss attributable to Genesis Healthcare, Inc. We use Non-GAAP Financial Measures to assess the value of our business and the performance of our operating businesses, as well as the employees responsible for operating such businesses. Non-GAAP Financial Measures 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 value and the operating performance of the

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business unit and the employees responsible for business unit performance. Consequently, we use these Non-GAAP Financial Measures to determine the extent to which our employees have met performance goals, and therefore the extent to which they may or may not be eligible for incentive compensation awards.

We also use Non-GAAP Financial Measures in our annual budget process. We believe these Non-GAAP Financial 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.

Although we use Non-GAAP Financial Measures as financial measures to assess value and the performance of our business, the use of these Non-GAAP Financial 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 on early 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 attributable to noncontrolling interests. Because Non-GAAP Financial Measures do not consider these important elements of our cost structure, a user of our financial information who relies on Non-GAAP Financial Measures 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 loss attributable to Genesis Healthcare, Inc. as an important measure of our financial performance because it provides the most complete measure of our performance.

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

We use the following Non-GAAP Financial Measures that we believe are useful to investors as key valuation and operating performance measures:

EBITDA

We believe EBITDA is useful to an investor in evaluating our operating performance because it helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (interest expense) and our asset base (depreciation and amortization expense) from our operating results. In addition, financial covenants in our debt agreements use EBITDA as a measure of compliance.

Adjustments to EBITDA

We adjust EBITDA when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance, in the case of Adjusted EBITDA. We believe that the presentation of Adjusted EBITDA, when combined with GAAP net loss attributable to Genesis Healthcare, Inc., and EBITDA, is beneficial to an investor’s complete understanding of our operating performance. In addition, such adjustments are substantially similar to the adjustments to EBITDA provided for in the financial covenant calculations contained in our lease and debt agreements.

We adjust EBITDA for the following items:

Loss on early extinguishment of debt. We recognize losses on the early extinguishment of debt when we refinance our debt prior to its original term, requiring us to write-off any unamortized deferred financing fees. We exclude the effect of losses or gains recorded on the early extinguishment of debt because we believe these gains and losses do not accurately reflect the underlying performance of our operating businesses.

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Other loss. We primarily use this income statement caption to capture gains and losses on the sale or disposition of assets. We exclude the effect of such gains and losses because we believe they do not accurately reflect the underlying performance of our operating businesses.

Transaction costs. In connection with our restructuring, acquisition and disposition transactions, we incur costs consisting of investment banking, legal, transaction-based compensation and other professional service costs. We exclude restructuring, acquisition and disposition related transaction costs expensed during the period because we believe these costs do not reflect the underlying performance of our operating businesses.

Long-lived asset impairments. We exclude non-cash long-lived asset impairment charges because we believe including them does not reflect the ongoing performance of our operating businesses. Additionally, such impairment charges represent accelerated depreciation expense, and depreciation expense is also excluded from EBITDA.

Severance and restructuring. We exclude severance costs from planned reduction in force initiatives associated with restructuring activities intended to adjust our cost structure in response to changes in the business environment. We believe these costs do not reflect the underlying performance of our operating businesses. We do not exclude severance costs that are not associated with such restructuring activities.

Losses of newly acquired, constructed or divested businesses. The acquisition and construction of new businesses is an 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 EBITDA in order to better analyze the performance of our mature ongoing business. The activities of such businesses are adjusted when computing Adjusted EBITDA until such time as a new business generates positive Adjusted EBITDA. The operating performance of new businesses is no longer adjusted when computing Adjusted EBITDA beginning in the period in which a new business generates positive Adjusted EBITDA and all periods thereafter. The divestiture of underperforming or non-strategic facilities is also an element of our business strategy. We eliminate the results of divested facilities beginning in the quarter in which they become divested. We view the losses associated with the wind-down of such divested facilities as not indicative of the performance of our ongoing operating business.

Stock-based compensation. We exclude stock-based compensation expense because it does not result in an outlay of cash and such non-cash expenses do not reflect the underlying performance of our operating businesses.

Other Items. From time to time we incur costs or realize gains that we do not believe reflect the underlying performance of our operating businesses. In the current reporting period, we incurred the following expenses that we believe are non-recurring in nature and do not reflect the ongoing operating performance of our operating businesses.

(1)

Regulatory defense and related costs – We exclude the costs of investigating and defending the inherited legal matters associated with prior transactions . We believe these costs are non-recurring in nature as they will no longer be recognized following the final settlement of these matters. Also, we do not believe the excluded costs reflect the underlying performance of our operating businesses.

Adjusted EBITDAR

We use Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or divestitures. Adjusted EBITDAR is also a commonly used measure to estimate the enterprise value of businesses in the healthcare industry. In addition, financial covenants in our lease agreements use Adjusted EBITDAR as a measure of compliance.

The adjustments made and previously described in the computation of Adjusted EBITDA are also made when computing Adjusted EBITDAR. See the reconciliation of net loss attributable to Genesis Healthcare, Inc. included herein.

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The following table provides a reconciliation of the non-GAAP valuation measurement Adjusted EBITDAR from net loss attributable to Genesis Healthcare, Inc., the most directly comparable financial measure presented in accordance with GAAP (in thousands):


	Three months ended March 31,
	2018		2017

Net loss attributable to Genesis Healthcare, Inc.	$	(68,538)	$	(50,761)
Adjustments to compute Adjusted EBITDAR:
Loss from discontinued operations, net of taxes		—		21
Net loss attributable to noncontrolling interests		(40,135)		(32,852)
Depreciation and amortization expense		51,503		64,369
Interest expense		115,037		124,754
Income tax expense		347		1,284
Lease expense		33,071		36,100
Loss on early extinguishment of debt		10,286		—
Other loss		68		9,034
Transaction costs		12,095		3,025
Long-lived asset impairments		28,360		—
Severance and restructuring		2,841		4,180
Losses of newly acquired, constructed, or divested businesses		3,100		3,993
Stock-based compensation		2,427		2,286
Regulatory defense and other related costs (1)		156		257
Adjusted EBITDAR	$	150,618	$	165,690

The following table provides a reconciliation of the non-GAAP performance measurement EBITDA and Adjusted EBITDA from net loss attributable to Genesis Healthcare, Inc., the most directly comparable financial measure presented in accordance with GAAP (in thousands):


	Three months ended March 31,
	2018		2017

Net loss attributable to Genesis Healthcare, Inc.	$	(68,538)	$	(50,761)
Adjustments to compute EBITDA:
Loss from discontinued operations, net of taxes		—		21
Net loss attributable to noncontrolling interests		(40,135)		(32,852)
Depreciation and amortization expense		51,503		64,369
Interest expense		115,037		124,754
Income tax expense		347		1,284
EBITDA		58,214		106,815
Adjustments to compute Adjusted EBITDA:
Loss on early extinguishment of debt		10,286		—
Other loss		68		9,034
Transaction costs		12,095		3,025
Long-lived asset impairments		28,360		—
Severance and restructuring		2,841		4,180
Losses of newly acquired, constructed, or divested businesses		3,100		3,993
Stock-based compensation		2,427		2,286
Regulatory defense and other related costs (1)		156		257
Adjusted EBITDA	$	117,547	$	129,590

Additional lease payments not included in GAAP lease expense		77,932		86,624

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Results of Operations

Same-store Presentation

We continue to execute on a strategic plan which includes expansion in core markets and operating segments which we believe will enhance the value of our business in the ever-changing landscape of national healthcare. We are also focused on “right-sizing” our operations to fit that new environment and to divest underperforming and non-strategic assets, many of which came to us as part of larger acquisitions in recent years to achieve the net overall growth strategy.

We define our same-store inpatient operations as those skilled nursing and assisted living centers which have been operated by us, in a steady-state, for each comparable period in this Results of Operations discussion. We exclude from that definition those skilled nursing and assisted living facilities recently acquired that were not operated by us for the entire period, as well as those that were divested prior to or during the most recent period presented. In cases where we are developing new skilled nursing or assisted living centers, those operations are excluded from our “same-store” inpatient operations until the revenue driven by operating patient census is stable in the comparable periods.

Since the nature of our rehabilitation therapy services operations experiences high volume of both new and terminated contracts in an annual cycle, and the scale and significance of those contracts can be very different to both the revenue and operating expenses of that business, a same-store presentation based solely on the contract or gym count does not provide an accurate depiction of the business. Accordingly, we do not reference same-store figures in this MD&A with regard to that business.

The volume of services delivered in our other services businesses can also be affected by strategic transactional activity. To the extent there are businesses to be excluded to achieve same-store comparability those will be noted in the context of the Results of Operations discussion.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers and all related amendments (ASC 606). The requirements of ASC 606 were effective for us beginning January 1, 2018 and were applied using the modified retrospective method. Because prior year periods were not restated through this methodology, the new presentation could affect the direct, same-store comparability of revenue and operating expense, however, there is no impact to comparability of EBITDA for all periods presented. See Note 4 – “ Net Revenues and Accounts Receivable. ” The impact of the adoption of ASC 606 will be noted in these Results of Operations where comparability issues exist.

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Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

A summary of our unaudited results of operations for the three months ended March 31, 2018 as compared with the same period in 2017 follows (in thousands, except percentages):


	Three months ended March 31,
	2018				2017				Increase / (Decrease)
	Revenue		Revenue		Revenue		Revenue
	Dollars		Percentage		Dollars		Percentage		Dollars		Percentage
Revenues:
Inpatient services:
Skilled nursing facilities	$	1,095,220	84.1	%	$	1,169,925	84.2	%	$	(74,705)	(6.4)	%
Assisted/Senior living facilities		23,586	1.8	%		23,952	1.7	%		(366)	(1.5)	%
Administration of third party facilities		2,252	0.2	%		2,433	0.2	%		(181)	(7.4)	%
Elimination of administrative services		(727)	—	%		(384)	—	%		(343)	89.3	%
Inpatient services, net		1,120,331	86.1	%		1,195,926	86.1	%		(75,595)	(6.3)	%

Rehabilitation therapy services:
Total therapy services		236,577	18.2	%		256,217	18.4	%		(19,640)	(7.7)	%
Elimination intersegment rehabilitation therapy services		(92,746)	(7.1)	%		(100,530)	(7.2)	%		7,784	(7.7)	%
Third party rehabilitation therapy services		143,831	11.1	%		155,687	11.2	%		(11,856)	(7.6)	%

Other services:
Total other services		48,508	3.7	%		46,046	3.3	%		2,462	5.3	%
Elimination intersegment other services		(11,598)	(0.9)	%		(8,527)	(0.6)	%		(3,071)	36.0	%
Third party other services		36,910	2.8	%		37,519	2.7	%		(609)	(1.6)	%

Net revenues	$	1,301,072	100.0	%	$	1,389,132	100.0	%	$	(88,060)	(6.3)	%


	Three months ended March 31,
	2018				2017				Increase / (Decrease)
			Margin				Margin
	Dollars		Percentage		Dollars		Percentage		Dollars		Percentage
EBITDA:
Inpatient services	$	97,443	8.7	%	$	132,183	11.0	%	$	(34,740)	(26.3)	%
Rehabilitation therapy services		22,330	9.4	%		21,389	8.3	%		941	4.4	%
Other services		147	0.3	%		101	0.2	%		46	45.5	%
Corporate and eliminations		(61,706)	—	%		(46,858)	—	%		(14,848)	31.7	%
EBITDA	$	58,214	4.5	%	$	106,815	7.7	%	$	(48,601)	(45.5)	%

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A summary of our unaudited condensed consolidating statement of operations follows (in thousands):


	Three months ended March 31, 2018
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,121,058	$	236,577	$	48,475	$	33	$	(105,071)	$	1,301,072
Salaries, wages and benefits		507,030		199,831		28,909		—		—		735,770
Other operating expenses		455,801		14,416		19,014		—		(105,071)		384,160
General and administrative costs		—		—		—		39,875		—		39,875
Lease expense		32,434		—		327		310		—		33,071
Depreciation and amortization expense		44,330		3,194		169		3,810		—		51,503
Interest expense		93,619		14		9		21,395		—		115,037
Loss on early extinguishment of debt		—		—		—		10,286		—		10,286
Investment income		—		—		—		(1,047)		—		(1,047)
Other (income) loss		(10)		—		78		—		—		68
Transaction costs		—		—		—		12,095		—		12,095
Long-lived asset impairments		28,360		—		—		—		—		28,360
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(154)		374		220
(Loss) income before income tax expense		(40,506)		19,122		(31)		(86,537)		(374)		(108,326)
Income tax expense		—		—		—		347		—		347
(Loss) income from continuing operations	$	(40,506)	$	19,122	$	(31)	$	(86,884)	$	(374)	$	(108,673)


	Three months ended March 31, 2017
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,196,310	$	256,217	$	45,796	$	250	$	(109,441)	$	1,389,132
Salaries, wages and benefits		581,423		212,752		30,319		—		—		824,494
Other operating expenses		438,844		21,337		15,081		—		(109,441)		365,821
General and administrative costs		—		—		—		45,086		—		45,086
Lease expense		35,317		7		295		481		—		36,100
Depreciation and amortization expense		55,980		3,747		167		4,475		—		64,369
Interest expense		103,317		14		9		21,414		—		124,754
Investment income		—		—		—		(1,109)		—		(1,109)
Other loss (income)		8,543		732		—		(241)		—		9,034
Transaction costs		—		—		—		3,025		—		3,025
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(568)		434		(134)
(Loss) income before income tax expense		(27,114)		17,628		(75)		(72,313)		(434)		(82,308)
Income tax expense		—		—		—		1,284		—		1,284
(Loss) income from continuing operations	$	(27,114)	$	17,628	$	(75)	$	(73,597)	$	(434)	$	(83,592)

Net Revenues

Net revenues for the three months ended March 31, 2018 decreased by $88.1 million, or 6.3%, as compared with the three months ended March 31, 2017.

Inpatient Services – Revenue decreased $75.6 million, or 6.3%, in the three months ended March 31, 2018 as compared with the same period in 2017. On a same-store basis, excluding 31 divested underperforming facilities and the development of one additional facility on comparability, and the $21.1 million revenue reduction for the adoption of ASC 606, inpatient services revenue declined $16.3 million, or 1.4%. This same-store decrease is principally due to a decline in the occupancy and skilled mix of legacy Genesis inpatient facilities, partially offset by increased payment rates. We attribute the decline in occupancy and skilled mix principally to the impact of healthcare reforms resulting in lower lengths of stay among our skilled patient population and lower admissions caused by initiatives among acute care providers, managed care payers and conveners to divert certain skilled nursing referrals to home health or other community based care settings.

For an expanded discussion regarding the factors influencing our census decline, see Item 1, “ Business – Recent Legislative, Regulatory and other Governmental Actions Affecting Revenue ” in our Annual Report on Form 10-K filed with the SEC, as well as “ Key Performance and Valuation Measures ” in this MD&A for quantification of the census trends and revenue per patient day.

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Rehabilitation Therapy Services – Revenue decreased $11.9 million, or 7.6% comparing the three months ended March 31, 2018 with the same period in 2017. Of that decrease, $23.4 million is due to lost contract business, offset by $18.4 million attributed to new contracts. The adoption of ASC 606 resulted in a reduction of revenue of $3.3 million. The remaining decrease of $3.6 million is principally due to reduced volume of services provided to existing customers due to the reduction in lengths of stay and skilled patient populations impacting the entire industry, and partially offset with price increases to certain existing customers.

Other Services – Revenue decreased $0.6 million, or 1.6% in the three months ended March 31, 2018 as compared with the same period in 2017. Our other services revenue, comprised mainly of our physician services and staffing services businesses, was flat period over period, with the impact of the adoption of ASC 606 resulting in the net decrease of revenue.

EBITDA

EBITDA for the three months ended March 31, 2018 decreased by $48.6 million, or 45.5%, as compared with the three months ended March 31, 2017. Excluding the impact of loss on extinguishment of debt, other loss (income), transaction costs and long-lived asset impairments, EBITDA decreased $9.9 million, or 8.3% when compared with the same period in 2017. The adoption of ASC 606 did not affect comparability of EBITDA or EBITDA as adjusted among the periods presented. The contributing factors for this net decrease are described in our discussion below of segment results and corporate overhead.

Inpatient Services – EBITDA decreased by $34.7 million, or 26.3% for the three months ended March 31, 2018 as compared with the same period in 2017. Excluding the impact of other loss and long-lived asset impairments, EBITDA as adjusted decreased $14.9 million, or 10.6% when compared with the same period in 2017. On a same store basis, the inpatient EBITDA as adjusted decreased $14.1 million. Of that same-store decline, our self-insurance programs resulted in an increase of $11.6 million EBITDA as adjusted in the three months ended March 31, 2018 as compared with the same period in 2017. While our self-insurance programs are performing as anticipated with reduced volumes related to the implementation of our portfolio optimization strategies and within normal claims reporting patterns of our same-store operations, we are also seeing reduced pressures in particular in our general and professional liability claims experience. We believe this is due to the combination of tort reforms in key states that have had historically high rates of claims volume and severity as well as a recognition by the plaintiffs firms that this industry cannot sustain the level of claims historically brought by them. Reductions in salaries, wages and benefits, beyond those related to self-insured workers compensation and health benefits, are principally attributed to the transition from in-house to fully outsourced dietary support functions in the second fiscal quarter of 2017. That transition resulted in a shift of a commensurate amount of cost to purchased services expense in other operating expenses. On a same-store basis, lease expense for the three months ended March 31, 2018 as compared with the same period in 2017 decreased $2.1 million. This reduction is principally due to the benefit of one-quarter of the Sabra rent reduction, offset by the non-cash straight-line adjustments to those operating leases. See “ Restructuring Transactions – Sabra Master Leases ” in this MD&A. The remaining $27.8 million decrease in EBITDA, as adjusted, of the segment is attributed to the continued pressures on skilled mix and overall occupancy of our inpatient facilities described above under “ Net Revenues ,” and accelerating nursing wage inflation. Nursing wage inflation increased 2.6% in the three months ended March 31, 2018 as compared with the same period in 2017.

Rehabilitation Therapy Services – EBITDA increased by $0.9 million, or 4.4%, for the three months ended March 31, 2018 as compared with the same period in 2017. Excluding the impact of other loss EBITDA as adjusted increased $0.2 million, or 0.9% when compared with the same period in 2017. Lost therapy contracts exceeded new contracts by $0.7 million, and contraction of services to existing customers referenced above in “Net Revenues” resulted in an additional decrease in EBITDA as adjusted of $1.3 million. Startup losses of our operations in China for the three months ended March 31, 2018 decreased $1.1 million as compared with the same period in 2017. The remaining increase of EBITDA as adjusted of $1.1 million is principally attributed to overhead cost reductions, favorable average costs of labor and rate increases, partially offset by therapist efficiency which declined to 67.7% in the three months ended March 31, 2018 compared with 68.7% in the comparable period in the prior year.

Currently, we operate through affiliates in China a total of twelve locations comprised of the three rehabilitation clinics in Guangzhou, Shanghai and Hong Kong, a rehabilitation facility, and inpatient and outpatient rehabilitation services in seven hospital joint ventures and one nursing home. Startup and development costs of these Chinese ventures are expected to exceed revenues in fiscal 2018.

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Other Services — EBITDA remained flat for the three months ended March 31, 2018 as compared with the same period in 2017.

Corporate and Eliminations — EBITDA decreased $14.8 million, or 31.7%, for the three months ended March 31, 2018 as compared with the same period in 2017. EBITDA of our corporate function includes other income, charges, gains or losses associated with transactions that in our chief operating decision maker’s view are outside of the scope of our reportable segments. These other transactions, which are separately captioned in our consolidated statements of operations and described more fully above in our Reasons for Non-GAAP Financial Disclosure, contributed $19.6 million of the net decrease in EBITDA. Corporate overhead costs decreased $5.2 million, or 11.6%, in the three months ended March 31, 2018 as compared with the same period in 2017. This decrease is principally due to the focus on cost containment to address market pressures on our business. The remaining decrease in EBITDA of $0.4 million is primarily the result of a reduction in investment earnings from our unconsolidated affiliates accounted for on the equity method.

Loss on early extinguishment of debt – On March 6, 2018, we entered into a new asset based lending facility agreement, qualifying as an extinguishment of the previous revolving credit facility, and resulting in the write-off of $10.3 million of deferred financing fees related to the previous revolving credit facility. See Note 3 – “ Significant Transactions and Events – Restructuring Transactions ” and Note 8 – “ Long-term Debt. ”

Other loss — Consistent with our strategy to divest assets in non-strategic markets, we incur losses and generate gains resulting from the sale, transition or closure of underperforming operations and assets. Other loss was de minimis for the three months ended March 31, 2018. Other loss recognized for the three months ended March 31, 2017 was a net $9.0 million, attributable primarily to the sale or imminent sale of 25 skilled nursing facilities in that period.

Transaction costs — In the normal course of business, we evaluate 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 months ended March 31, 2018 and 2017 were $12.1 million and $3.0 million, respectively.

Long-lived asset impairments — In the three months ended March 31, 2018 we recognized impairments of property and equipment of $28.4 million. For more information about the conditions of the business which contributed to these impairments, see “ Industry Trends and Recent Regulatory Governmental Actions Affecting Revenue ” and “ Financial Condition and Liquidity Considerations ” in this MD&A, as well as Note 14 – “ Asset Impairment Charges. ”

Other Expense

The following discussion applies to the consolidated expense categories between consolidated EBITDA and (loss) income from continuing operations of all reportable segments, other services, corporate and eliminations in our consolidating statement of operations for the three months ended March 31, 2018 as compared with the same period in 2017.

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. Depreciation and amortization expense decreased $12.9 million in the three months ended March 31, 2018 as compared with the same period in 2017. The three months ended March 31, 2017 included $2.2 million of amortization expense related to intangible management contracts of third party operations in Texas. Those contracts became impaired during third quarter 2017 when the Texas MPAP program failed to be renewed, resulting in $0 amortization expense in the three months ended March 31, 2018. Depreciation and amortization expense in the three months ended March 31, 2018 decreased by $3.6 million for the combined impact of impairments of property and equipment and reassessed useful lives of certain long-lived assets. The remaining decrease of $7.1 million is principally due to divestiture activity in the inpatient services segment.

Interest expense — Interest expense includes the cash interest and non-cash adjustments required to account for our debt instruments, as well as the expense associated with leases accounted for as capital leases or financing obligations. Interest expense

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decreased $9.7 million in the three months ended March 31, 2018 as compared with the same period 2017. On a same store basis, interest expense is down $10.3 million in the three months ended March 31, 2018 as compared with the same period in 2017. That decrease is principally attributed to the net impact of the Restructuring Transactions, which lowered the debt service payments required under the Welltower Master Lease Amendment, which is accounted for as a financing obligation, and resulted in a lower effective interest rate. See “ Restructuring Transactions ” in this MD&A.

Income tax expense — For the three months ended March 31, 2018, we recorded an income tax expense of $0.3 million from continuing operations representing an effective tax rate of (0.3)% compared to an income tax expense of $1.3 million from continuing operations, representing an effective tax rate of (1.6)% for the same period in 2017. There is a full valuation allowance against our deferred tax assets, excluding our deferred tax asset on our Bermuda captive insurance company’s discounted unpaid loss reserve. Previously, in assessing the requirement for, and amount of, a valuation allowance in accordance with the standard, we determined it was more likely than not we would not realize our deferred tax assets and established a valuation allowance against the deferred tax assets. As of March 31, 2018, we have determined that the valuation allowance is still necessary.

Net Loss Attributable to Genesis Healthcare, Inc.

The following discussion applies to categories between loss from continuing operations and net loss attributable to Genesis Healthcare, Inc. in our consolidated statements of operations for the three months ended March 31, 2018 as compared with the same period in 2017.

Net loss attributable to noncontrolling interests — On February 2, 2015, FC-GEN combined with Skilled Healthcare Group, Inc. and the combined results were consolidated with approximately 42.0% direct noncontrolling economic interest shown as noncontrolling interest in the financial statements of the combined entity. The direct noncontrolling economic interest is in the form of Class C common stock of FC-GEN that are exchangeable on a 1-to-1 basis to our public shares. The direct noncontrolling economic interest will continue to decrease as Class C common stock of FC-GEN are exchanged for public shares. Since the combination, there have been conversions of 3.7 million Class C common stock, leaving a remaining direct noncontrolling economic interest of 38.0%. For the three months ended March 31, 2018 and 2017, a loss of $40.6 million and $33.4 million, respectively, has been attributed to the Class C common stock.

In addition to the noncontrolling interests attributable to the Class C common stock holders, our consolidated financial statements include the accounts of all entities controlled by us through our ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where we are subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. We adjust net income attributable to Genesis Healthcare, Inc. to exclude the net income attributable to the third party ownership interests of the VIEs. For the three months ended March 31, 2018 and 2017, income of $0.5 million and $0.5 million, respectively, has been attributed to these unaffiliated third parties.

Liquidity and Capital Resources

Cash Flow and Liquidity

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


	Three months ended March 31,
	2018		2017
Net cash (used in) provided by operating activities	$	(6,087)	$	44,630
Net cash used in investing activities		(17,867)		(19,678)
Net cash provided by (used in) financing activities		87,423		(22,944)
Net increase in cash, cash equivalents and restricted cash and equivalents		63,469		2,008
Beginning of period		58,638		63,460
End of period	$	122,107	$	65,468

Net cash used in operating activities in the three months ended March 31, 2018 increased $50.7 million compared with the same period in 2017. The increase in cash used in operations is principally due to a decline in trade receivable collections of $21.2

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million and an increase trade payable disbursements of $26.6 million in the three months ended March 31, 2018 as compared to the three months ended March 31, 2017.

Net cash used in investing activities in the three months ended March 31, 2018 was $17.9 million compared to net cash used in investing activities of $19.7 million in the three months ended March 31, 2017. There were no asset acquisitions or sales in the three months ended March 31, 2018 or 2017. Routine capital expenditures for the three months ended March 31, 2018 decreased by $2.8 million as compared with the same period in the prior year. The remaining incremental use of cash in the three months ended March 31, 2018 as compared to the same period in the prior year of $1.0 million was due primarily to HUD escrow funding for the refinancing of a skilled nursing facility.

Net cash provided by financing activities in the three months ended March 31, 2018 was $87.4 million compared to net cash used in financing activities of $22.9 million in the three months ended March 31, 2017. The net increase in cash provided by financing activities of $110.4 million is principally attributed to debt borrowings exceeding debt repayments in the three months ended March 31, 2018 as compared to the same period in 2017. In the three months ended March 31, 2018, we had proceeds from the issuance of debt of $561.9 million, which includes $438.0 million from the ABL Credit Facilities, $73.0 million from the MidCap Real Estate Loans, $40.0 million from the 2018 Term Loan and $10.9 million from the refinancing of a bridge loan with a HUD insured loan. There were no proceeds from debt issuances in the three months ended March 31, 2017. Repayment of long-term debt in the three months ended March 31, 2018 was $451.2 million compared to $4.1 million in the same period of the prior year. The increase in cash used was due primarily to $363.2 million in the retirement of our prior Revolving Credit Facilities, $69.8 million in the paydown of Welltower Real Estate Loans and $9.9 million in the payoff of a bridge loan with the proceeds from a HUD-insured refinancing. The remaining increase in cash used to repay long-term debt of $4.2 million relates to an increase in routine debt payments. In the three months ended March 31, 2018, we had net repayments under the revolving credit facilities of $5.7 million as compared with $24.0 million of net repayments under the revolving credit facilities in the same period in 2017. In the three months ended March 31, 2018, we paid debt issuance costs of $16.5 million, which includes $13.6 million in fees for the ABL Credit Facilities and $2.9 million in fees for the MidCap Real Estate Loans. In the three months ended March 31, 2018, we paid debt settlement costs of $1.0 million in the retirement of our prior Revolving Credit Facilities. In the three months ended March 31, 2017, we received $5.2 million in tenant improvement allowances from landlords.

Our primary sources of liquidity are cash on hand, cash flows from operations, and borrowings under our ABL Credit Facilities.

The objectives of our capital planning strategy are to ensure we maintain adequate liquidity and flexibility. Pursuing and achieving those objectives allows us to support the execution of our operating and strategic plans and weather temporary disruptions in the capital markets and general business environment. Maintaining adequate liquidity is a function of our results of operations, unrestricted cash and cash equivalents and our available borrowing capacity.

At March 31, 2018, we had cash and cash equivalents of $57.7 million and available borrowings under our ABL Credit Facilities of $102.5 million. During the three months ended March 31, 2018, we maintained liquidity sufficient to meet our working capital, capital expenditure and development activities.

Restructuring Transactions

Overview

During the quarter ended March 31, 2018, we entered into a number of agreements, amendments and new financing facilities further described below in an effort to strengthen significantly our capital structure. In total, the Restructuring Transactions are estimated to reduce our annual cash fixed charges by approximately $62.0 million beginning in 2018 and provided $70.0 million of additional cash and borrowing availability, increasing our liquidity and financial flexibility.

In connection with the Restructuring Transactions, we entered into a new asset based lending facility agreement, replacing our prior Revolving Credit Facilities and eliminating its forbearance agreement. Also in connection with the Restructuring Transactions, we amended the financial covenants in all of our material loan agreements and all but two of our material master leases. Financial covenants beginning in 2018 were amended to account for changes in our capital structure as a result of the Restructuring

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Transactions and to account for the current business climate. We received waivers from the counterparties to two of our material master leases, for which agreements to amend financial covenants were not attained, with respect to compliance with financial covenants from December 31, 2017 through at least March 31, 2019.

Asset Based Lending Facilities

The ABL Credit Facilities have a five-year term and proceeds were used to replace and repay in full our existing $525 million Revolving Credit Facilities scheduled to mature on February 2, 2020. The ABL Credit Facilities include a springing maturity clause that would accelerate its maturity 90 days prior to the maturity of the Term Loan Agreements, Welltower Real Estate Loans or MidCap Real Estate Loans, in the event those agreements are not extended or refinanced.

Term Loan Amendment

On March 6, 2018, we entered into an amendment to the term loan with affiliates of Welltower and Omega (the Term Loan Amendment) pursuant to which we borrowed an additional $40 million to be used for certain debt repayment and general corporate purposes (the 2018 Term Loan).

Among other things, the Term Loan Amendment eliminates any principal amortization payments on any of the loans prior to maturity and modifies the financial covenants beginning in 2018.

Welltower Master Lease Amendment

On February 21, 2018, we entered into a definitive agreement with Welltower to amend the Welltower Master Lease (the Welltower Master Lease Amendment). The Welltower Master Lease Amendment reduces our annual base rent payment by $35 million effective retroactively as of January 1, 2018, reduces the annual rent escalator from approximately 2.9% to 2.5% on April 1, 2018 and further reduces the annual rent escalator to 2.0% beginning January 1, 2019. In addition, the Welltower Master Lease Amendment extends the initial term of the master lease by five years to January 31, 2037 and extends the renewal term of the master lease by five years to December 31, 2048. The Welltower Master Lease Amendment also provides a potential upward rent reset, conditioned upon achievement of certain upside operating metrics, effective January 1, 2023. If triggered, the incremental rent from the rent reset is capped at $35 million.

Omnibus Agreement

On February 21, 2018, we entered into an Omnibus Agreement with Welltower and Omega, pursuant to which Welltower and Omega committed to provide up to $40 million in new term loans and amend the current term loan to, among other things,

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accommodate a refinancing of our existing asset based credit facility, in each case subject to certain conditions, including the completion of a restructuring of certain of our other material debt and lease obligations. See Term Loan Amendment above.

The Omnibus Agreement also provides that upon satisfying certain conditions, including raising new capital that is used to pay down certain indebtedness owed to Welltower and Omega, (a) $50 million of outstanding indebtedness owed to Welltower will be written off and (b) we may request conversion of not more than $50 million of the outstanding balance of our Welltower real estate loans into equity. If the proposed equity conversion would result in any adverse REIT qualification, status or compliance consequences to Welltower, then the debt that would otherwise be converted to equity shall instead be converted into a loan incurring paid in kind interest at 2% per annum compounded quarterly, with a term of ten years commencing on the date the applicable conditions precedent to the equity conversion have been satisfied. Moreover, we agreed to support Welltower in connection with the sale of certain of Welltower’s interests in facilities covered by the Welltower Master Lease, including negotiating and entering into definitive new master lease agreements with third party buyers.

Welltower Real Estate Loans Amendment

In connection with the Real Estate Loan Amendments, we agreed to make commercially reasonable efforts to secure commitments by April 1, 2018 to repay no less than $105.0 million of the Welltower Real Estate Loans. In the event we are unsuccessful securing such commitments or otherwise reducing the outstanding obligation of the Welltower Real Estate Loans, the cash pay component of the interest rate will be increased by approximately $2.0 million annually while the paid in kind component of the interest rate will be decreased by a corresponding amount. As of April 1, 2018, we secured repayments or commitments totaling approximately $87 million.

MidCap Real Estate Loans

On March 30, 2018, we entered into the MidCap Real Estate Loans which have combined available proceeds of $75.0 million, $73.0 million of which was drawn as of March 31, 2018. The MidCap Real Estate Loans are secured by 18 skilled nursing facilities and are subject to a five-year term maturing on March 30, 2023. The maturity of the MidCap Real Estate Loans will accelerate in the event the ABL Credit Facilities are repaid in full and terminated. The loans, which are interest only in the first year, are subject to an annual interest rate equal to LIBOR (subject to a floor of 1.5%) plus an applicable margin of 5.85%. Beginning April 1, 2019, mandatory principal payments shall commence with the balance of the loans to be repaid at maturity. Proceeds from the MidCap Real Estate Loans were used to repay partially the Welltower Real Estate Loans.

Sabra Master Leases

In 2017, we entered into a definitive agreement with Sabra Health Care REIT, Inc. (Sabra) resulting in permanent and unconditional annual cash rent savings of $19 million, which bacame effective January 1, 2018. Sabra continues to pursue and we continue to support Sabra’s previously announced sale of our leased assets. At the closing of such sales, we expect to enter into lease agreements with new landlords for a majority of the assets currently leased with Sabra.

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Other Financing Activities

HUD Insured Refinancings

During the three months ended March 31, 2018, we completed one mortgage refinancing through HUD totaling $10.9 million and retired fully a real estate loan of $9.9 million.

Divestiture of Non-Strategic Facilities

Consistent with our strategy to divest assets in non-strategic markets, we have exited the inpatient operations of six skilled nursing facilities in two states, including:

The closure of one skilled nursing facility located in Massachusetts on February 28, 2018 that was subject to a master lease agreement with Welltower. A loss was recognized totaling $0.3 million.

The sale of five skilled nursing facilities located in Massachusetts and Kentucky on April 1, 2018 that were subject to a master lease agreement with Sabra . A gain was recognized totaling $0.3 million.

Financial Covenants

The ABL Credit Facilities, the Term Loan Agreement and the Welltower Real Estate Loans (collectively, the Credit Facilities) each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio and maximum capital expenditures. At March 31, 2018, we were in compliance with all of the financial covenants contained in the Credit Facilities.

We have master lease agreements with Welltower, Sabra and Omega (collectively, the Master Lease Agreements). Our Master Lease Agreements each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and minimum liquidity. At March 31, 2018, we were in compliance with the covenants contained in the Master Lease Agreements.

We have a master lease agreement with Second Spring Healthcare Investments involving 64 of our facilities. We did not meet a financial covenant contained in this master lease agreement at March 31, 2018. We received a waiver for this covenant through March 31, 2018 and an agreement to waive this covenant under certain conditions through March 31, 2019.

We have a master lease agreement with Cindat Best Years Welltower JV LLC involving 28 of our facilities. We did not meet certain financial covenants contained in this master lease agreement at March 31, 2018. We received a waiver for this covenant breach through October 24, 2019.

At March 31, 2018, we did not meet certain financial covenants contained in seven leases related to 45 of our facilities, which are not included in the Restructuring Transactions. We are and expect to continue to be current in the timely payment of our obligations under such leases. These leases do not have cross default provisions, nor do they trigger cross default provisions in any of our other loan or lease agreements. We will continue to work with the related credit parties to amend such leases and the related financial covenants. We do not believe the breach of such financial covenants has a material adverse impact on us at March 31, 2018.

Concentration of Credit Risk

We are exposed to the credit risk of our third-party customers, many of whom are in similar lines of business as us and are exposed to the same systemic industry risks of operations, as we, resulting in a concentration of risk. These include organizations that utilize our rehabilitation services, staffing services and physician service offerings, engaged in similar business activities or having economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in regulatory and systemic industry conditions.

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Management assesses its exposure to loss on accounts at the customer level. The greatest concentration of risk exists in our rehabilitation services business where we have over 200 distinct customers, many being chain operators with more than one location. The four largest customers of our rehabilitation services business comprise $58.1 million, approximately 52%, of the net outstanding contract receivables in the rehabilitation services business at March 31, 2018. One customer, which is a related party of ours, comprises $32.0 million, approximately 28%, of the net outstanding contract receivables in the rehabilitation services business at March 31, 2018. An adverse event impacting the solvency of several of these large customers resulting in their insolvency or other economic distress would have a material impact on us.

Financial Condition and Liquidity Considerations

The accompanying consolidated financial statements have been prepared on the basis we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern for 12 months following the date our financial statements were issued (May 10, 2018). Management considered the recent results of operations as well as our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due before May 10, 2019. Based upon such considerations, management determined that we are able to continue as a going concern for 12 months following the date of issuance of these financial statements (May 10, 2018).

Our results of operations have been negatively impacted by the persistent pressure of healthcare reforms enacted in recent years. This challenging operating environment has been most acute in our inpatient segment, but also has had a detrimental effect on our rehabilitation therapy segment and its customers. In recent years, we have implemented a number of cost mitigation strategies to offset the negative financial implications of this challenging operating environment. These strategies have been successful in recent years, however, the negative impact of continued reductions in skilled patient admissions, shortening lengths of stay, escalating wage inflation and professional liability losses, combined with the increased cost of capital through escalating lease payments accelerated in 2017.

In response to these issues, we entered into a number of agreements, amendments and new financing facilities described under Restructuring Transactions above. In total, these agreements and amendments are estimated to reduce our annual cash fixed charges by approximately $62.0 million beginning in 2018. The new financing agreements provided $70.0 million of additional cash and borrowing availability, increasing our liquidity and financial flexibility. In connection with the Restructuring Transactions, we entered into the ABL Credit Facilities agreement, replacing our prior Revolving Credit Facilities. Also in connection with the Restructuring Transactions, we amended the financial covenants in all of our material loan agreements and all but two of our material master leases. Financial covenants beginning in 2018 were amended to account for changes in our capital structure as a result of the Restructuring Transactions and to account for the current business climate. We received waivers from the counterparties to two of our material master leases, for which agreements to amend financial covenants were not attained, with respect to compliance with financial covenants from March 31, 2018 through at least March 31, 2019.

Risk and Uncertainties

Should we fail to comply with our debt and lease covenants at a future measurement date, we could, absent necessary and timely waivers and/or amendments, be in default under certain of our existing debt and lease agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on our financial position.

Although we are in compliance and project to be in compliance with our material debt and lease covenants through June 30, 2019, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on our ability to remain in compliance with our covenants. Such uncertainty includes, changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Patient Protection and Affordable Care Act of 2010 currently being considered in Congress, among others.

There can be no assurance that the confluence of these and other factors will not impede our ability to meet our debt and lease covenants in the future.

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Contractual Obligations

The following table sets forth our contractual obligations, including principal and interest, but excluding non-cash amortization of discounts or premiums and debt issuance costs established on these instruments, as of March 31, 2018 (in thousands).


									More than
	Total		1 Yr.		2-3 Yrs.		4-5 Yrs.		5 Yrs.
Asset based lending facilities	$	525,707	$	28,269	$	57,499	$	439,939	$	—
Term loan agreements		223,729		8,699		215,030		—		—
Real estate bridge loans		406,012		20,710		46,547		338,755		—
HUD insured loans		302,337		9,930		19,860		19,860		252,687
Notes payable		109,495		17,350		75,044		17,101		—
Mortgages and other secured debt (recourse)		12,529		10,544		1,985		—		—
Mortgages and other secured debt (non-recourse)		24,857		2,491		4,982		4,982		12,402
Financing obligations		8,298,878		244,126		502,363		508,980		7,043,409
Capital lease obligations		3,933,340		93,130		184,135		192,209		3,463,866
Operating lease obligations		784,964		120,024		235,084		194,384		235,472
	$	14,621,848	$	555,273	$	1,342,529	$	1,716,210	$	11,007,836

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.

Interest Rate Exposure—Interest Rate Risk Management

Our ABL Credit Facilities and MidCap Real Estate Loans expose us to variability in interest payments due to changes in interest rates. As of March 31, 2018, there is no derivative financial instrument in place to limit that exposure.

A 1% increase in the applicable interest rate on our variable-rate debt would result in an approximately $4.8 million increase in our annual interest expense.

Our investments in marketable securities as of March 31, 2018 consisted of investment grade government and corporate debt securities and money market funds that have maturities of five years or less. These investments expose us to investment income risk, which is affected by changes in the general level of U.S. and international interest rates and securities markets risk. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. Interest rates are near historic lows, with a risk of interest rates increasing before our current investments mature. While we have the ability and intent to hold our investments to maturity today, rising interest rates could impact our ability to liquidate our investments for a profit and could adversely affect the cost of replacing those investments at the time of maturity with investment of similar return and risk profile. Despite the complex nature of exposure to the securities markets, given the low risk profile, we do not believe a 1% increase in interest rates alone would have a material impact on our net investment income returns.

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.

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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 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 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.

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 12 — “ 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 or additions to the risk factors previously disclosed in Part I, Item 1A, “ Risk Factors ” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 16, 2018.

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.

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Item 6. Exhibits

(a) Exhibits .


Number		Description



10.1	Employment Agreement dated as of March 2, 2015 by and between Genesis Administrative Services, LLC and Paul Bach.
10.2	Omnibus Agreement dated as of February 21, 2018 by and between Welltower Inc., Welltower TRS Holdco LLC, OHI Mezz Lender LLC and Genesis Healthcare, Inc.
10.3	Amendment No. 2, dated February 21, 2018, to the Twentieth Amended and Restated Master Lease Agreement, dated January 31, 2017, between FC-GEN Real Estate, LLC and Genesis Operations LLC.
10.4	Amendment No. 3, dated March 6, 2018, to the Twentieth Amended and Restated Master Lease Agreement, dated January 31, 2017, between FC-GEN Real Estate, LLC and Genesis Operations LLC.
10.5	First Amendment, dated February 21, 2018, to the Amended and Restated Loan Agreement (A-2), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.6	First Amendment, dated June 30, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.7	Second Amendment, dated September 27, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.8	Third Amendment, dated October 20, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.9	Fourth Amendment, dated February 21, 2018, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.10	First Amendment, dated December 22, 2017, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.11	Second Amendment, dated February 21, 2018, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.12	Third Amendment, dated March 30, 2018, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto.
10.13	Amendment No. 9 dated as of February 23, 2018, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.
10.14	Amendment No. 10 dated as of March 6, 2018, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent.
10.15	Fourth Amended and Restated Credit Agreement dated March 6, 2018 by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent.
10.16	Amendment No. 2 dated as of March 6, 2018 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities affiliated with Genesis Healthcare LLC set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent, regarding HUD centers.
10.17	Amendment No. 4, dated as of March 6, 2018, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the 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

________________

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 10, 2018	By	/S/ GEORGE V. HAGER, JR.
			George V. Hager, Jr.
			Chief Executive Officer

Date:	May 10, 2018	By	/S/ THOMAS DIVITTORIO
			Thomas DiVittorio
			Chief Financial Officer
			(Principal Financial Officer and Authorized Signatory)

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) dated March 2, 2015, (the “Effective Date”) by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Paul Bach (“Executive”).

WITNESSETH

WHEREAS, prior to the Effective Date, 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 Executive Vice President and Executive's principal place of business shall be located at 600S Broad 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 on the Effective Date and shall, unless sooner terminated pursuant to Section 4, terminate on the second anniversary of the Effective Date (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 Effective Date and on each anniversary of the Effective Date 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(b).

(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 $379,569.01 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 Effective Date 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 on the Effective Date, or a reduction in Executive's titles or offices as in effect on the Effective Date, 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 Effective Date, 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.

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.)

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 (C) Executive resigns during the Term for Good Reason, the Company shall also maintain in full force and effect, for the continued benefit of Executive and Executive’s dependents for a period equal to two (2) years, all employee insurance benefit plans and programs to which Executive was entitled prior to the Date of Termination (including, without limitation, the health, dental, vision, life and other voluntary insurance programs, but 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 Effective Date. 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 Effective Date. 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/ Paul Bach

Paul Bach

[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 Paul Bach (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".

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 Paul Bach

Dated: _______________________ Dated:________________________

Exhibit 10.10

FIRST AMENDMENT TO

CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT

THIS FIRST AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED Loan AGREEMENT (“Amendment”) is dated as of the 22nd day of December, 2017 (the “Amendment Effective Date”) between WELLTOWER Inc. , formerly known as Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware (“Lender”), 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”).

R E C I T A L S:

A. Lender, Borrower and certain other entities have previously entered into a Consolidated, Amended and Restated Loan Agreement (as amended, the “Loan Agreement”) dated effective as of October 1, 2016 (the “Effective Date”).

B. Concurrently herewith, Borrower and certain affiliates are making a partial prepayment of the Loan and Lender is releasing certain of its collateral with respect thereto.

C. Lender and Borrower desire to amend the Loan Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Loan Agreement.

2. Release . The entities identified as “Released Borrowers” or “Released Guarantors” on Schedule II hereof are hereby released from all liability under the Loan Agreement the Loan Documents and the Guaranty Documents.

3. Legal Descriptions . Exhibit A to the Loan Agreement is hereby amended by the deletion therefrom of the Legal Descriptions of each facility listed on Schedule II hereof.

4. Permitted Exceptions . Exhibit B of the Loan Agreement is hereby amended by the deletion therefrom of the Permitted Exceptions with respect to any facility listed on Schedule II hereof.

5. Allocated Loan Amount . Exhibit I of the Loan Agreement is hereby amended and restated to read in its entirety as set forth on the attached Exhibit I.

6. Further Acts . Borrower shall take such further actions as may be reasonably requested by Lender from time to time hereafter to amend the Mortgages to reflect the Loan allocation as set forth on Exhibit I hereto. Lender shall take such further actions as may be

reasonably requested by Borrower from time to time hereafter to evidence its release any of its collateral relating to the facilities listed or entities listed on Schedule II hereto.

7. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Loan Agreement are hereby affirmed and shall remain in full force and effect.

8. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Lender and Borrower.

9. Further Modification . The Loan Agreement may be further modified only by writing signed by Lender and Borrower.

10. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

11. Guarantor . This Amendment shall have no force or effect unless and until each Guarantor has concurrently executed the attached consent of Guarantor.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Lender and Borrower have executed this Amendment as of the date first set forth above.

	WELLTOWER INC. By: /s/ Justin Skiver Justin Skiver, Authorized Signatory

	EACH BORROWER LISTED ON SCHEDULE I HERETO By: /s/ Michael S. Sherman Name: Michael S. Sherman, on behalf of each Borrower listed on Schedule I hereto Title: Senior Vice President, as Senior Vice President of each Borrower listed on Schedule I hereto

S-1

SCHEDULE I: BORROWERS

Borrower	State of Organization
SHG Resources, LLC	DE
23 Fair Street Property, LLC	CT
55 Kondracki Lane Property, LLC	CT
2015 East West Highway Property, LLC	MD
1165 Easton Avenue Property, LLC	NJ
1420 South Black Horse Pike Property, LLC	NJ
261 Terhune Drive Property, LLC	NJ
98 Hospitality Drive Property LLC	VT

Exhibit 10.11

SECOND AMENDMENT TO consolidated,

AMENDED AND RESTATED LOAN AGREEMENT

THIS SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“ Lender ”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and each of the borrower entities set forth on Schedule I (individually and collectively, “ Borrower ”), each having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

R E C I T A L S:

A. Lender and Borrower have previously entered into a Consolidated, Amended and Restated Loan Agreement (as amended, the “ Loan Agreement ”) executed December 22, 2016, effective as of October 1, 2016.

B. Concurrently herewith, Lender and GEN and certain of their Affiliates are entering into a certain Omnibus Agreement (as amended, the “ Omnibus Agreement ”) and the Note is being amended and restated.

C. Lender and Borrower desire to amend the Loan Agreement as set forth herein, effective for all purposes as of the Amendment Effective Date.

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Loan Agreement.

2. Loan Amount . The definition of “Loan Amount” in Section 1.2 of the Loan Agreement is hereby amended to read in its entirety as follows:

“Loan Amount” originally meant $138,633,479. As a result of various pre-payments, the “Loan Amount” as of the Amendment Effective Date has been reduced to $131,100,393.

3. Representations and Warranties . Borrower hereby represents and warrants that the representations and warranties set forth in Article 4 of the Loan Agreement are true and correct as of the date hereof.

4. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Loan Agreement are hereby affirmed and shall remain in full force and effect.

5. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Lender and Borrower.

6. Further Modification . The Loan Agreement may be further modified only by writing signed by Lender and Borrower.

7. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

8. Guarantor . This Amendment shall have no force or effect unless and until each Guarantor has concurrently executed the attached consent of Guarantor.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Lender and Borrower have executed this Amendment as of the date first set forth above.

WELLTOWER INC.

By: /s/ Justin Skiver

Justin Skiver, Authorized Signatory

EACH BORROWER LISTED ON SCHEDULE 1 HERETO

By: /s/ Michael S. Sherman

Michael S. Sherman, Secretary

S-1

SCHEDULE 1: BORROWERS

Borrower	State of Organization
SHG Resources, LLC	DE
23 Fair Street Property, LLC	CT
55 Kondracki Lane Property, LLC	CT
2015 East West Highway Property, LLC	MD
1165 Easton Avenue Property, LLC	NJ
1420 South Black Horse Pike Property, LLC	NJ
261 Terhune Drive Property, LLC	NJ
98 Hospitality Drive Property LLC	VT

Exhibit 10.12

THIRD AMENDMENT TO

CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT

THIS THIRD AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED Loan AGREEMENT (“Amendment”) is dated as of the 30 th day of March, 2018 (the “Amendment Effective Date”) between WELLTOWER Inc. , formerly known as Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware (“Lender”), 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”).

R E C I T A L S:

B. Concurrently herewith, (i) Borrower and certain affiliates are making a partial prepayment of the Loan and Lender is releasing certain of its collateral with respect thereto, (ii) certain affiliates of Borrower (the “B-1 Borrowers”) will be prepaying the entire outstanding principal balance due (being $20,056,344) under that certain Amended and Restated Loan Agreement (B-1), dated effective as of the Effective Date (as amended, the “B-1 Loan Agreement” and such loan, the “B-1 Loan”), between Lender and the named borrowers therein (the “B-1 Borrowers”), and in connection with such prepayment, the mortgages on the properties more particularly described on Schedule IV shall be released on the date hereof and (iii) automatically with the prepayment of the B-1 Loan, and without the need for further documentation, the B-1 Borrowers and any guarantors pursuant to the B-1 Loan Agreement shall be deemed fully released from their obligations under the B-1 Loan Agreement.

C. Lender and Borrower desire to amend the Loan Agreement as set forth herein.

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Loan Agreement.

3. Legal Descriptions . Exhibit A to the Loan Agreement is hereby amended by the deletion therefrom of the Legal Descriptions of each facility listed on Schedule II hereof.

4. Permitted Exceptions . Exhibit B of the Loan Agreement is hereby amended by the deletion therefrom of the Permitted Exceptions with respect to any facility listed on Schedule II hereof.

5. Allocated Loan Amount . Exhibit I of the Loan Agreement is hereby amended and restated to read in its entirety as set forth on the attached Exhibit I. Borrower and Lender hereby acknowledge and agree that, concurrently with the Amendment Effective Date, $49,690,007 of the outstanding Loan Amount has been repaid and that the remaining outstanding principal Loan Amount is $77,943,472.

6. Pledge and Guaranty Waiver . Lender acknowledges that, concurrently herewith, the Released Borrowers will enter into certain financing arrangements pursuant to which the Released Borrowers will refinance the Facilities in which they hold a fee or leasehold interest, as further contemplated by the Omnibus Agreement. In connection with such financing arrangements, SHG Resources, LLC, as the parent of the Released Borrowers, shall (i) execute a guaranty of Released Borrowers’ obligations under the new financing arrangements in favor of the Released Borrowers’ new lender (the “Guaranty”) and (ii) pledge its ownership interest in each Released Borrower pursuant to one or more pledge agreements in favor of the Released Borrowers’ new lender (such pledge or pledges, collectively, the “Pledge”). Notwithstanding anything to the contrary contained herein, in the Loan Agreement or the Omnibus Agreement, Lender hereby irrevocably consents to (A) the execution by SHG Resources, LLC of the Guaranty and the performance of its obligations thereunder and (B) the Pledge by SHG Resources, LLC of its equity interests in the Released Borrowers and B-1 Borrowers and, in each case, waives any breach, default or Event of Default which might otherwise occur or arise pursuant to the terms of this Agreement, the Loan Agreement or the Omnibus Agreement as a result of such Guaranty or Pledge.

7. Further Acts . Borrower shall take such further actions as may be reasonably requested by Lender from time to time hereafter to amend the Mortgages to reflect the Loan allocation as set forth on Exhibit I hereto. Lender shall take such further actions as may be reasonably requested by Borrower from time to time hereafter to evidence its release any of its collateral relating to the facilities listed or entities listed on Schedule II hereto.

8. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Loan Agreement are hereby affirmed and shall remain in full force and effect. Notwithstanding this Amendment, Borrower and Lender agree that the Omnibus Agreement shall remain in full force and effect and shall remain a binding obligation on each party thereto.

9. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Lender and Borrower.

10. Further Modification . The Loan Agreement may be further modified only by writing signed by Lender and Borrower.

11. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

12. Guarantor . This Amendment shall have no force or effect unless and until each Guarantor has concurrently executed the attached consent of Guarantor.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Lender and Borrower have executed this Amendment as of the date first set forth above.

	WELLTOWER INC. By: /s/ Justin Skiver Justin Skiver, Authorized Signatory

	EACH BORROWER LISTED ON SCHEDULE I HERETO By: /s/ Michael S. Sherman Michael S. Sherman, Secretary

S-1

SCHEDULE I: BORROWERS

Borrower	State of Organization
SHG Resources, LLC	DE

Exhibit 10.13

AMENDMENT NO. 9 TO CREDIT AGREEMENT AND LIMITED CONSENT

This Amendment No. 9 to Credit Agreement and Limited Consent (this “ Agreement ”), dated as of February 23, 2018, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“ Genesis Healthcare ”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “ Borrowers ”), each of the Lenders (as defined below) party hereto and HEALTHCARE FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company, as Administrative Agent for the Lenders and L/C Issuers (as defined therein) (in such capacity, and together with its successors and permitted assigns, “ Administrative Agent ”).

WHEREAS , Borrowers, Administrative Agent, L/C Issuers and the financial institutions from time to time party thereto as lenders (the “ Lenders ”) are parties to that certain Third Amended and Restated Credit Agreement, dated as of February 2, 2015, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 28, 2016, that certain Amendment No. 2 to Credit Agreement, dated as of May 19, 2016, that certain Amendment No. 3 to Credit Agreement, dated as of July 29, 2016, that certain Amendment No. 4 to Credit Agreement, dated as of August 22, 2016, that certain Amendment No. 5 to Credit Agreement, dated as of October 21, 2016, that certain Amendment No. 6 to Credit Agreement, dated as of December 22, 2016, that certain Amendment No. 7 to Credit Agreement, dated as of May 5, 2017, and that certain Amendment No. 8 to Credit Agreement, dated as of December 21, 2017 (as it may have been and may be amended, restated, supplemented or otherwise modified through the date hereof, the “ Existing Credit Agreement ”, and as amended hereby and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which Administrative Agent, L/C Issuers and Lenders have agreed, among other things, to provide to Borrowers certain loans and other financial accommodations in accordance with the terms and conditions set forth therein;

WHEREAS , Borrowers have requested that Administrative Agent and Lenders agree to (i) amend the Existing Credit Agreement to (A) increase the maximum aggregate principal amount of the Indebtedness permitted in respect of the Term Loan Document from $120,000,000 to $160,000,000 (plus the amount of interest as and when due thereunder that was paid in kind and actually added to the unpaid principal balance of such Indebtedness less repayments of principal thereunder) in connection with that certain Amendment No. 4 to Loan Agreement, to be dated no later than March 9, 2018 (“ Term Loan Amendment #4 ”), among Genesis Healthcare, LLC Parent, Parent, and Holdings, each of the lenders party thereto and Term Loan Agent, and (B) in accordance with Section 2.21 of the Credit Agreement, reflect a reduction in the Revolving Credit Commitments in connection with a corresponding increase in the commitments under the HUD Sub-Facility Credit Agreement, which is being amended on or about the date hereof, and (ii) consent to the amendment of the Term Loan Agreement by the Borrowers party thereto pursuant to Term Loan Amendment #4, which Amendment is in form and substance substantially similar to and no less favorable to Term Loan Agent and the lenders thereunder and/or the Secured Parties than the version attached hereto as Exhibit A and which Amendment, but for the consent set forth herein, would be prohibited under Section 8.9 of the Existing Credit Agreement; and

WHEREAS , Administrative Agent and each Lender is willing to agree to Borrowers’ request for such amendments, subject to and in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE , Borrowers, Administrative Agent and each Lender hereby agree as follows:

2. in the foregoing recitals) and not defined herein shall have the meanings given to such terms in the Credit Agreement and the rules of interpretation set forth in Section 1.4 thereof are incorporated herein mutatis mutandis .

3. Amendments to the Existing Credit Agreement . Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 4 below:

(a) Section 8.1(j) of the Existing Credit Agreement is hereby amended by replacing the amount “$120,000,000” with the amount “$160,000,000”.

(b) The Existing Credit Agreement is hereby amended by replacing in its entirety Schedule I of the Existing Credit Agreement with Schedule I attached hereto.

4. Limited Consent . In accordance with Section 11.l of the Existing Credit Agreement, Administrative Agent and each Lender hereby consents to the amendment of the Term Loan Agreement pursuant to Term Loan Amendment #4 by the Borrowers party thereto so long as, no later than March 9 2018, Administrative Agent shall have received a fully executed, true, correct and complete copy of Term Loan Amendment #4, which is substantially similar to and no less favorable to Term Loan Agent and the lenders thereunder and/or the Secured Parties than the version attached hereto as Exhibit A. Without limiting the foregoing or any rights of the Lenders or Administrative Agent under the Credit Agreement or the other Loan Documents, including the Intercreditor Agreement, the Material Master Lease Intercreditor Agreements and the Forbearance Agreement (as defined below), it is understood and agreed that the limited waiver and consent set forth in this Section 3 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (v) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document; (w) except as expressly provided herein, prejudice any right, power or remedy that Administrative Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Loan Document; (x) except as expressly provided herein, waive any Default and/or Event of Default that may exist as of the date hereof (including, without limitation, the Specified Defaults (as defined below) set forth in the Forbearance Agreement, as well as any Defaults and/or Events of Default arising from a breach of the Forbearance Agreement by Borrowers); (y) amend, alter or otherwise modify the Forbearance Agreement or any terms, covenants or conditions set forth therein (including, without limitation, the Forbearance Period (as defined in the Forbearance Agreement) and the prescribed calculation and expiration thereof); or (z) establish a custom or course of dealing among any of the Borrowers, on the one hand, or Administrative Agent or any Lender, on the other hand.

5. Conditions . The effectiveness of this Agreement is subject to the following conditions, each in form and substance satisfactory to Administrative Agent:

(a) Administrative Agent shall have received a fully executed copy of this Agreement and such Agreement shall be in full force and effect;

(b) Loan Parties shall have paid all invoiced fees, costs and expenses associated with this Agreement;

(c) other than the Specified Defaults (as defined in Forbearance Agreement, dated as December 21, 2017 (the “ Forbearance Agreement ”), by and among the Administrative Agent, the Lenders, LLC Parent and the Borrowers), no Default or Event of Default shall have occurred and be continuing as of the date hereof under this Agreement, the Credit Agreement or any other Loan Document; and

(d) Loan Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request.

6. Reaffirmation of Loan Documents . By executing and delivering this Agreement, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Credit Agreement, the Notes and the other Loan Documents, as applicable, (ii) agrees that this Agreement shall be a “Loan Document” under the Credit Agreement and (iii) hereby expressly agrees that the Credit Agreement, the Notes and each other Loan Document shall remain in full force and effect.

7. Reaffirmation of Grant of Security Interest in Collateral . Each Loan Party hereby expressly reaffirms, ratifies and confirms its obligations under the Security Agreement, including its mortgage, grant, pledge and hypothecation to Administrative Agent for the benefit of the Secured Parties, of the Lien on and security interest in, all of its right, title and interest in, all of the Collateral.

8. Confirmation of Representations and Warranties; Liens; No Default . Each Loan Party that is party hereto hereby confirms that (i) all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) other than the Specified Defaults (as defined in the Forbearance Agreement), which each Loan Party acknowledges and agrees have occurred, are continuing, and have not been cured or waived as of the date of this Agreement (and will not otherwise be cured or waived as a result of the Parties entry into this Agreement), there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Liens expressly permitted pursuant to Section 8.2 of the Credit Agreement, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Agreement constitute the legal, valid and binding obligations of Borrowers and each other Loan Party, enforceable against Borrowers and each other Loan Party in accordance with their respective 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.

9. No Other Amendments . Except as expressly set forth in this Agreement, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Agreement shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Credit Agreement or any other Loan Document.

10. Release . As of the date of this Agreement, each Loan Party (i) agrees that, to its knowledge, Administrative Agent, each L/C Issuer and each Lender has fully complied with its obligations under each Loan Document required to be performed prior to the date hereof, (ii) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (iii) fully and irrevocably releases any claims of any nature whatsoever that it may now have against Administrative Agent, each L/C Issuer and each Lender and relating in any way to this Agreement, the Loan Documents or the transactions contemplated thereby.

11. Costs and Expenses . The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Agreement shall be governed by Section 11.3 of the Credit Agreement and the Forbearance Agreement.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

13. Successors/Assigns . This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Loan Documents.

14. Headings . Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

15. 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. Any party delivering an executed counterpart of this Agreement by facsimile transmission or Electronic Transmission shall also deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , each of the undersigned has executed this Agreement or has caused the same to be executed by its duly authorized representatives as of the date first above written.

BORROWERS: GENESIS HEALTHCARE, INC.

a Delaware corporation

By: /s/ Michael S. Sherman

Name: Michael S. Sherman

Title: SVP

FC-GEN OPERATIONS INVESTMENT, LLC

a Delaware limited liability company

By: /s/ Michael S. Sherman

Name: Michael S. Sherman

Title: SVP

EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO:

By: FC-GEN OPERATIONS INVESTMENT, LLC , its authorized agent

By: /s/ Michael S. Sherman

Name: Michael S. Sherman

Title: SVP

[Signatures Continue on Following Pages]

S-1

ADMINISTRATIVE AGENT:

HEALTHCARE FINANCIAL SOLUTIONS, LLC , a Delaware limited liability company

By: /s/ Thomas A. Buckelew
Name: Thomas A. Buckelew

Title: Duly Authorized Signatory

LENDER:

HEALTHCARE FINANCIAL SOLUTIONS, LLC , in its capacity as a Revolving Credit Lender

By: /s/ Thomas A. Buckelew
Name: Thomas A. Buckelew

Title: Duly Authorized Signatory

[Signatures Continue on Following Page]

S-2

LENDER:

BARCLAYS BANK PLC , in its capacity as a Revolving Credit Lender

By: /s/ Nick Guzzardo
Name: Nick Guzzardo

Title: Assistant Vice President

[Signatures Continue on Following Page]

S-3

LENDER:

WELLS FARGO CAPITAL FINANCE, LLC , in its capacity as a Revolving Credit Lender

By: /s/ Dhavel Tejans
Name: Dhavel Tejans

Title: Duly Authorized Signatory

[Signatures Continue on Following Page]

S-4

LENDER:

MIDCAP FUNDING IV TRUST , in its capacity as a Revolving Credit Lender

By: Apollo Capital Management, L.P., its investment manager

By: Apollo Capital Management, GP, LLC, its general partner

By: /s/ Maurice Amsellem
Name: Maurice Amsellem

Title: Authorized Signatory

[End of Signature Pages]

S-5

ANNEX I

BORROWERS

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

100 ST. CLAIRE DRIVE 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

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

1165 EASTON AVENUE OPERATIONS LLC

1165 EASTON AVENUE PROPERTY, LLC

120 MURRAY STREET OPERATIONS LLC

120 MURRAY STREET PROPERTY LLC

1200 S. BROADWAY PROPERTY, LLC

1201 RURAL AVENUE OPERATIONS LLC

1203 WALKER ROAD OPERATIONS LLC

1223 ORCHARD LANE PROPERTY, LLC

12-15 SADDLE RIVER ROAD OPERATIONS LLC

12325 NEW HAMPSHIRE AVENUE DIALYSIS SERVICES LLC

12325 NEW HAMPSHIRE AVENUE OPERATIONS LLC

1240 PINEBROOK ROAD, LLC

1245 CHURCH ROAD OPERATIONS LLC

1248 HOSPITAL DRIVE OPERATIONS LLC

1248 HOSPITAL DRIVE PROPERTY LLC

125 HOLLY ROAD OPERATIONS LLC

1251 RURAL AVENUE OPERATIONS LLC

128 EAST STATE STREET ASSOCIATES, LLC

1350 E. LOOKOUT DRIVE OPERATIONS LLC

1351 OLD FREEHOLD ROAD OPERATIONS LLC

1361 ROUTE 72 WEST OPERATIONS LLC

140 PRESCOTT STREET OPERATIONS LLC

1419 ROUTE 9 NORTH OPERATIONS LLC

1420 SOUTH BLACK HORSE PIKE OPERATIONS LLC

1420 SOUTH BLACK HORSE PIKE PROPERTY, LLC

Schedule I

144 MAGNOLIA DRIVE OPERATIONS LLC

150 EDELLA ROAD OPERATIONS LLC

1501 SE 24TH ROAD, 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

1775 HUNTINGTON LANE, LLC

1785 SOUTH HAYES STREET OPERATIONS LLC

1801 TURNPIKE STREET OPERATIONS LLC

1801 WENTWORTH ROAD OPERATIONS LLC

184 BETHLEHEM PIKE OPERATIONS LLC

191 HACKETT HILL ROAD OPERATIONS LLC

1980 SUNSET POINT ROAD, LLC

2 DEER PARK DRIVE OPERATIONS LLC

20 SUMMIT STREET OPERATIONS LLC

200 MARTER AVENUE OPERATIONS LLC

200 REYNOLDS AVENUE OPERATIONS LLC

200 SOUTH RITCHIE AVENUE OPERATIONS LLC

201 NEW ROAD OPERATIONS LLC

201 WOOD STREET OPERATIONS LLC

2015 EAST WEST HIGHWAY OPERATIONS LLC

2015 EAST WEST HIGHWAY PROPERTY, LLC

205 ARMSTRONG AVENUE OPERATIONS LLC

2101 FAIRLAND ROAD OPERATIONS LLC

2112 HIGHWAY 36 PROPERTY, 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

23 FAIR STREET OPERATIONS LLC

23 FAIR STREET PROPERTY, LLC

2305 RANCOCAS ROAD OPERATIONS LLC

239 PLEASANT STREET OPERATIONS LLC

24 TRUCKHOUSE ROAD OPERATIONS LLC

240 BARKER ROAD OPERATIONS LLC

25 EAST LINDSLEY ROAD OPERATIONS LLC

2507 CHESTNUT STREET OPERATIONS LLC

2600 HIGHLANDS BOULEVARD, NORTH, LLC

2601 EVESHAM ROAD OPERATIONS LLC

261 TERHUNE DRIVE OPERATIONS LLC

261 TERHUNE DRIVE PROPERTY, LLC

Schedule I

262 TOLL GATE ROAD OPERATIONS LLC

2720 CHARLES TOWN ROAD OPERATIONS LLC

279 CABOT STREET OPERATIONS LLC

279 CABOT STREET PROPERTY LLC

290 HANOVER STREET OPERATIONS LLC

290 RED SCHOOL LANE OPERATIONS LLC

2900 TWELFTH STREET NORTH, 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

300 PEARL STREET OPERATIONS LLC

300 PEARL STREET PROPERTY LLC

3000 BALFOUR CIRCLE OPERATIONS LLC

3001 EVESHAM ROAD OPERATIONS LLC

302 CEDAR RIDGE ROAD OPERATIONS LLC

315 UPPER RIVERDALE ROAD LLC

32 HOSPITAL HILL ROAD OPERATIONS LLC

3227 BEL PRE ROAD OPERATIONS LLC

329 EXEMPLA CIRCLE OPERATIONS LLC

330 FRANKLIN TURNPIKE OPERATIONS LLC

331 HOLT LANE OPERATIONS LLC

333 GRAND AVENUE OPERATIONS LLC

333 GREEN END AVENUE OPERATIONS LLC

336 SOUTH WEST END AVENUE OPERATIONS LLC

340 E. SOUTH STREET PROPERTY, LLC

3485 DAVISVILLE ROAD OPERATIONS LLC

35 MARC DRIVE OPERATIONS LLC

35 MILKSHAKE LANE OPERATIONS LLC

350 HAWS LANE OPERATIONS LLC

3809 BAYSHORE ROAD OPERATIONS LLC

3865 TAMPA ROAD, LLC

390 RED SCHOOL LANE OPERATIONS LLC

4 HAZEL AVENUE OPERATIONS LLC

40 PARKHURST ROAD OPERATIONS LLC

400 29TH STREET NORTHEAST OPERATIONS LLC

400 29TH STREET NORTHEAST PROPERTY 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

4602 NORTHGATE COURT, LLC

462 MAIN STREET OPERATIONS LLC

464 MAIN STREET OPERATIONS LLC

Schedule I

475 JACK MARTIN BOULEVARD OPERATIONS LLC

4755 SOUTH 48TH STREET OPERATIONS LLC

4755 SOUTH 48TH STREET PROPERTY LLC

4901 NORTH MAIN STREET OPERATIONS LLC

4927 VOORHEES ROAD, 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

55 KONDRACKI LANE OPERATIONS LLC

55 KONDRACKI LANE PROPERTY, LLC

5501 PERKIOMEN AVENUE OPERATIONS LLC

56 HAMILTON 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

610 TOWNBANK ROAD 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

656 DILLON WAY OPERATIONS LLC

699 SOUTH PARK ROAD OPERATIONS LLC

70 GILL AVENUE OPERATIONS LLC

700 MARVEL ROAD OPERATIONS LLC

700 TOLL HOUSE AVENUE OPERATIONS LLC

700 TOWN BANK 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

7395 W. EASTMAN PLACE OPERATIONS LLC

740 OAK HILL ROAD OPERATIONS LLC

740 OAK HILL ROAD PROPERTY LLC

Schedule I

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

78 OPAL STREET 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

93 MAIN STREET SNF OPERATIONS LLC

932 BROADWAY OPERATIONS LLC

9701 MEDICAL CENTER DRIVE OPERATIONS LLC

9738 WESTOVER HILLS BOULEVARD OPERATIONS LLC

98 HOSPITALITY DRIVE OPERATIONS LLC

98 HOSPITALITY DRIVE PROPERTY LLC

ALEXANDRIA CARE CENTER, LLC

ALTA CARE CENTER, LLC

ANAHEIM TERRACE CARE CENTER, LLC

BAY CREST CARE CENTER, LLC

BELEN MEADOWS HEALTHCARE AND REHABILITATION CENTER, LLC

BELMONT NURSING CENTER, LLC

BLUE RIVER KANSAS CITY PROPERTY, LLC

BRADFORD SQUARE NURSING, LLC

BRIER OAK ON SUNSET, LLC

CAMERON MISSOURI PROPERTY, LLC

CAREERSTAFF UNLIMITED, LLC

CARMEL HILLS INDEPENDENCE PROPERTY, LLC

CITY VIEW VILLA, LLC

CLAIRMONT LONGVIEW PROPERTY, LLC

CLAIRMONT LONGVIEW, LLC

CLOVIS HEALTHCARE AND REHABILITATION CENTER, LLC

COLONIAL TYLER CARE CENTER, LLC

Schedule I

CORNERSTONE HOSPICE ARIZONA, LLC

COURTYARD JV LLC

CREEKSIDE HOSPICE II, LLC

CRESTVIEW NURSING, LLC

DIANE DRIVE OPERATIONS LLC

EAST RUSHOLME PROPERTY, LLC

ELMCREST CARE CENTER, LLC

FALMOUTH HEALTHCARE, LLC

FC-GEN HOSPICE HOLDINGS, LLC

FC-GEN OPERATIONS INVESTMENT, LLC

FIVE NINETY SIX SHELDON ROAD OPERATIONS LLC

FLATONIA OAK MANOR, LLC

FLORIDA HOLDINGS I, LLC

FLORIDA HOLDINGS II, LLC

FLORIDA HOLDINGS III, LLC

FORT WORTH CENTER OF REHABILITATION, LLC

FORTY EIGHT NICHOLS STREET OPERATIONS LLC

FORTY SIX NICHOLS STREET OPERATIONS LLC

FORTY SIX NICHOLS STREET PROPERTY LLC

FOUNTAIN CARE CENTER, LLC

FOUNTAIN HOLDCO, LLC

FOUNTAIN VIEW SUBACUTE AND NURSING CENTER, LLC

FRANKLIN WOODS JV LLC

GEN OPERATIONS I, LLC

GEN OPERATIONS II, LLC

GENESIS ADMINISTRATIVE SERVICES LLC

GENESIS BAYVIEW JV HOLDINGS, LLC

GENESIS CO HOLDINGS LLC

GENESIS CT HOLDINGS LLC

GENESIS DE HOLDINGS LLC

GENESIS DYNASTY OPERATIONS LLC

GENESIS ELDERCARE NETWORK SERVICES, LLC

GENESIS ELDERCARE PHYSICIAN SERVICES, LLC

GENESIS ELDERCARE REHABILITATION SERVICES, LLC

GENESIS HEALTH VENTURES OF NEW GARDEN, LLC

GENESIS HEALTHCARE LLC

GENESIS HOLDINGS LLC

GENESIS HOSPITALITY SERVICES LLC

GENESIS IP LLC

GENESIS LGO OPERATIONS 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

Schedule I

GENESIS PA HOLDINGS LLC

GENESIS PARTNERSHIP, LLC

GENESIS PROSTEP, LLC

GENESIS RI HOLDINGS LLC

GENESIS STAFFING SERVICES LLC

GENESIS TX HOLDINGS LLC

GENESIS VA HOLDINGS LLC

GENESIS VT HOLDINGS LLC

GENESIS WV HOLDINGS LLC

GHC BURLINGTON WOODS DIALYSIS JV LLC

GHC DIALYSIS JV LLC

GHC HOLDINGS II LLC

GHC HOLDINGS LLC

GHC JV HOLDINGS LLC

GHC MATAWAN DIALYSIS JV LLC

GHC PAYROLL LLC

GHC PROPERTY MANAGEMENT LLC

GHC RANDALLSTOWN DIALYSIS JV LLC

GHC SELECTCARE LLC

GHC TX OPERATIONS LLC

GHC WINDSOR DIALYSIS JV LLC

GRANITE LEDGES JV LLC

GRANT MANOR LLC

GREAT FALLS HEALTH CARE COMPANY, L.L.C.

GRS JV LLC

GUADALUPE SEGUIN PROPERTY, LLC

GUADALUPE VALLEY NURSING CENTER, LLC

HALLETTSVILLE REHABILITATION AND NURSING CENTER, LLC

HALLMARK INVESTMENT GROUP, LLC

HALLMARK REHABILITATION GP, LLC

HANCOCK PARK REHABILITATION CENTER, LLC

HARBORSIDE CONNECTICUT LIMITED PARTNERSHIP

HARBORSIDE DANBURY LIMITED PARTNERSHIP

HARBORSIDE HEALTH I LLC

HARBORSIDE HEALTHCARE ADVISORS LIMITED PARTNERSHIP

HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP

HARBORSIDE HEALTHCARE, LLC

HARBORSIDE MASSACHUSETTS LIMITED PARTNERSHIP

HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP

HARBORSIDE NORTH TOLEDO LIMITED PARTNERSHIP

HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP

HARBORSIDE OF DAYTON LIMITED PARTNERSHIP

HARBORSIDE OF OHIO LIMITED PARTNERSHIP

HARBORSIDE POINT PLACE, LLC

HARBORSIDE REHABILITATION LIMITED PARTNERSHIP

HARBORSIDE RHODE ISLAND LIMITED PARTNERSHIP

HARBORSIDE SWANTON, LLC

HARBORSIDE SYLVANIA, LLC

HARBORSIDE TOLEDO BUSINESS LLC

HARBORSIDE TOLEDO LIMITED PARTNERSHIP

HARBORSIDE TROY, LLC

Schedule I

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

HC 63 OPERATIONS LLC

HHCI LIMITED PARTNERSHIP

HIGHLAND HEALTHCARE AND REHABILITATION CENTER, LLC

HOLMESDALE HEALTHCARE AND REHABILITATION CENTER, LLC

HOLMESDALE PROPERTY, LLC

HOME HEALTH CARE OF THE WEST, LLC

HOSPITALITY LUBBOCK PROPERTY, LLC

HOSPITALITY NURSING AND REHABILITATION CENTER, LLC

HUNTINGTON PLACE LIMITED PARTNERSHIP

INDEPENDENCE MISSOURI PROPERTY, LLC

KANSAS CITY TRANSITIONAL CARE CENTER, LLC

KENNETT CENTER, L.P.

KHI LLC

KLONDIKE MANOR LLC

LEISURE YEARS NURSING, LLC

LIBERTY TERRACE HEALTHCARE AND REHABILITATION CENTER, LLC

LIBERTY TERRACE MISSOURI PROPERTY, LLC

LINCOLN HIGHWAY JV LLC

LINCOLN HIGHWAY OPERATIONS LLC

LIVE OAK NURSING CENTER, LLC

MAGNOLIA JV LLC

MARIETTA HEALTHCARE, LLC

MARYLAND HARBORSIDE LLC

MASHPEE HEALTHCARE, LLC

MASSACHUSETTS HOLDINGS I, LLC

MASTHEAD, LLC

MONTEBELLO CARE CENTER, LLC

MONUMENT LA GRANGE PROPERTY, LLC

MONUMENT REHABILITATION AND NURSING CENTER, LLC

MS EXTON, LLC

MS EXTON HOLDINGS, LLC

OAKLAND MANOR NURSING CENTER, LLC

ODD LOT LLC

OHIO HOLDINGS I, LLC

ONE PRICE DRIVE OPERATIONS LLC

OWENTON MANOR NURSING, LLC

Schedule I

PDDTSE LLC

PEAK MEDICAL ASSISTED LIVING, LLC

PEAK MEDICAL COLORADO NO. 2, LLC

PEAK MEDICAL COLORADO NO. 3, LLC

PEAK MEDICAL IDAHO OPERATIONS, LLC

PEAK MEDICAL LAS CRUCES NO. 2, LLC

PEAK MEDICAL LAS CRUCES, LLC

PEAK MEDICAL MONTANA OPERATIONS, LLC

PEAK MEDICAL NEW MEXICO NO. 3, LLC

PEAK MEDICAL OF BOISE, LLC

PEAK MEDICAL OF COLORADO, LLC

PEAK MEDICAL OF IDAHO, LLC

PEAK MEDICAL OF UTAH, LLC

PEAK MEDICAL ROSWELL, LLC

PEAK MEDICAL, LLC

PINE TREE VILLA LLC

PM OXYGEN SERVICES, LLC

PREFERRED DESIGN, LLC

PROCARE ONE NURSES, LLC

PROPERTY RESOURCE HOLDINGS, LLC

RAYMORE MISSOURI PROPERTY, LLC

REGENCY HEALTH SERVICES, LLC

REGENCY NURSING, LLC

RESPIRATORY HEALTH SERVICES LLC

RIO HONDO SUBACUTE AND NURSING CENTER, LLC

RIVERSIDE RETIREMENT LIMITED PARTNERSHIP

RIVERVIEW DES MOINES PROPERTY, LLC

ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP

ROSSVILLE KANSAS PROPERTY, LLC

ROUTE 92 OPERATIONS LLC

ROYALWOOD CARE CENTER, LLC

SADDLE SHOP ROAD OPERATIONS LLC

SALISBURY JV LLC

SANDPIPER WICHITA PROPERTY, LLC

SHARON CARE CENTER, LLC

SHAWNEE GARDENS HEALTHCARE AND REHABILITATION CENTER, LLC

SHAWNEE PROPERTY, LLC

SHG PARTNERSHIP, LLC

SHG RESOURCES, LLC

SIGNATURE HOSPICE & HOME HEALTH, LLC

SKIES HEALTHCARE AND REHABILITATION CENTER, LLC

SKILES AVENUE AND STERLING DRIVE URBAN RENEWAL OPERATIONS LLC

SKILLED HEALTHCARE, LLC

SOUTHWEST PAYROLL SERVICES, LLC

SOUTHWOOD AUSTIN PROPERTY, LLC

SOUTHWOOD CARE CENTER, LLC

SR-73 AND LAKESIDE AVENUE OPERATIONS LLC

ST. ANTHONY HEALTHCARE AND REHABILITATION CENTER, LLC

ST. CATHERINE HEALTHCARE AND REHABILITATION CENTER, LLC

ST. ELIZABETH HEALTHCARE AND REHABILITATION CENTER, LLC

ST. JOHN HEALTHCARE AND REHABILITATION CENTER, LLC

Schedule I

ST. THERESA HEALTHCARE AND REHABILITATION CENTER, LLC

STATE STREET ASSOCIATES, L.P.

STATE STREET KENNETT SQUARE, LLC

STILLWELL ROAD OPERATIONS LLC

SUMMIT CARE PARENT, LLC

SUMMIT CARE PHARMACY, LLC

SUMMIT CARE, LLC

SUN HEALTHCARE GROUP, INC.

SUN VALLEY HOME CARE II, LLC

SUN VALLEY HOSPICE II, LLC

SUNBRIDGE BECKLEY HEALTH CARE LLC

SUNBRIDGE BRASWELL ENTERPRISES, LLC

SUNBRIDGE BRITTANY REHABILITATION CENTER, LLC

SUNBRIDGE CARE ENTERPRISES WEST, LLC

SUNBRIDGE CARE ENTERPRISES, LLC

SUNBRIDGE CARMICHAEL REHABILITATION CENTER, LLC

SUNBRIDGE CHARLTON HEALTHCARE, LLC

SUNBRIDGE CIRCLEVILLE HEALTH CARE LLC

SUNBRIDGE CLIPPER HOME OF PORTSMOUTH, LLC

SUNBRIDGE CLIPPER HOME OF ROCHESTER, LLC

SUNBRIDGE DUNBAR HEALTH CARE LLC

SUNBRIDGE GARDENDALE HEALTH CARE CENTER, LLC

SUNBRIDGE GLENVILLE HEALTH CARE, LLC

SUNBRIDGE GOODWIN NURSING HOME, LLC

SUNBRIDGE HALLMARK HEALTH SERVICES, LLC

SUNBRIDGE HARBOR VIEW REHABILITATION CENTER, LLC

SUNBRIDGE HEALTHCARE, LLC

SUNBRIDGE JEFF DAVIS HEALTHCARE, LLC

SUNBRIDGE MARION HEALTH CARE LLC

SUNBRIDGE MEADOWBROOK REHABILITATION CENTER, LLC

SUNBRIDGE MOUNTAIN CARE MANAGEMENT, LLC

SUNBRIDGE NURSING HOME, LLC

SUNBRIDGE OF HARRIMAN, LLC

SUNBRIDGE PARADISE REHABILITATION CENTER, LLC

SUNBRIDGE PUTNAM HEALTH CARE LLC

SUNBRIDGE REGENCY-NORTH CAROLINA, LLC

SUNBRIDGE REGENCY-TENNESSEE, LLC

SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC

SUNBRIDGE SALEM HEALTH CARE LLC

SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER LLC

SUNBRIDGE STOCKTON REHABILITATION CENTER, LLC

SUNBRIDGE SUMMERS LANDING, LLC

SUNBRIDGE WEST TENNESSEE, LLC

SUNDANCE REHABILITATION AGENCY, LLC

SUNDANCE REHABILITATION HOLDCO, INC.

SUNDANCE REHABILITATION, LLC

SUNMARK OF NEW MEXICO, LLC

THE CLAIRMONT TYLER, LLC

THE EARLWOOD, LLC

THE HEIGHTS OF SUMMERLIN, LLC

THE REHABILITATION CENTER OF ALBUQUERQUE, LLC

Schedule I

THE REHABILITATION CENTER OF OMAHA, LLC

THIRTY FIVE BEL-AIRE DRIVE SNF OPERATIONS LLC

THREE MILE CURVE OPERATIONS LLC

TOWN AND COUNTRY BOERNE PROPERTY, LLC

TOWN AND COUNTRY MANOR, LLC

VINTAGE PARK AT ATCHISON, LLC

VINTAGE PARK AT BALDWIN CITY, LLC

VINTAGE PARK AT EUREKA, LLC

VINTAGE PARK AT FREDONIA, LLC

VINTAGE PARK AT GARDNER, LLC

VINTAGE PARK AT HIAWATHA, LLC

VINTAGE PARK AT HOLTON, LLC

VINTAGE PARK AT LENEXA, LLC

VINTAGE PARK AT LOUISBURG, LLC

VINTAGE PARK AT NEODESHA, LLC

VINTAGE PARK AT OSAGE CITY, LLC

VINTAGE PARK AT OSAWATOMIE, LLC

VINTAGE PARK AT OTTAWA, LLC

VINTAGE PARK AT PAOLA, LLC

VINTAGE PARK AT SAN MARTIN, LLC

VINTAGE PARK AT STANLEY, LLC

VINTAGE PARK AT TONGANOXIE, LLC

VINTAGE PARK AT WAMEGO, LLC

VINTAGE PARK AT WATERFRONT, LLC

WAKEFIELD HEALTHCARE, LLC

WESTFIELD HEALTHCARE, LLC

WOODLAND CARE CENTER, LLC

WOODSPOINT LLC

Schedule I

Exhibit 10.14

limited waiver and AMENDMENT no. 10
TO third amended and restated CREDIT AGREEMENT

This LIMITED WAIVER AND AMENDMENT NO. 10 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is dated as of March 6, 2018 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“ Genesis Healthcare ”), GENESIS HEALTHCARE LLC , a Delaware limited liability company (“ Genesis Holdings ”), FC-GEN OPERATIONS INVESTMENT, LLC , a Delaware limited liability company (“ LLC Parent ”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I-A hereto (together with Genesis Healthcare, Genesis Holdings and LLC Parent, collectively, “ Borrowers ”), MIDCAP FUNDING IV TRUST , a Delaware statutory trust, as administrative agent (successor-by-assignment to Healthcare Financial Solutions, LLC (the “ Existing Administrative Agent ”), in such capacity, the “ Administrative Agent ”), and the Lenders party hereto and is made with reference to that certain THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 2, 2015 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 28, 2016, that certain Amendment No. 2 to Credit Agreement, dated as of May 19, 2016, that certain Amendment No. 3 to Credit Agreement, dated as of July 29, 2016, that certain Amendment No. 4 to Credit Agreement, dated as of August 22, 2016, that certain Amendment No. 5 to Credit Agreement, dated as of October 21, 2016, that certain Amendment No. 6 to Credit Agreement, dated as of December 22, 2016, that certain Amendment No. 7 to Credit Agreement, dated as of May 5, 2017, that certain Amendment No. 8 to Credit Agreement, dated as of December 21, 2017, and that certain Amendment No. 9 to Credit Agreement, dated as of February 23, 2018, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”), by and among Genesis Healthcare, certain Subsidiaries of Genesis Healthcare from time to time party thereto, the lenders from time to time party thereto (the “ Existing Lenders ”) and the Administrative Agent (successor-by-assignment to the Existing Administrative Agent). Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Fourth Amended and Restated Credit Agreement (as defined below).

RECITALS

WHEREAS , pursuant to and in accordance with Section 11.1(a) of the Credit Agreement, Borrowers have requested that the Credit Agreement be amended and restated so as to, among other things, (i) provide for a term loan thereunder (the “ Closing Date Term Loan ”) in an original principal amount of $325,000,000, the proceeds of which will be used to prepay in part the Revolving Loans – Tranche A (as defined in the Credit Agreement) outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “ Existing Revolving Loans ”), (ii) provide for a new revolving credit facility, including a swingline sub-facility thereunder (the “ New Revolving Credit Facility ” and loans made pursuant thereto, “ New Revolving Credit Loans ”), which facility would replace in its entirety the Revolving Credit Facility (as defined in the Credit Agreement), including the swingline sub-facility thereunder, in effect under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “ Existing Revolving Credit Facility ”) and (iii) provide for a new reloadable delayed draw term loan facility, (the “ DDTL Credit Facility ” and loans made pursuant thereto, “ Delayed Draw Term Loans ”, the Delayed Draw Term Loans, the New Revolving Credit Loans and the Closing Date Term Loan, collectively, the “ New Loans ”);

WHEREAS , immediately prior to the effectiveness of this Amendment, each of (i) Healthcare Financial Solutions, LLC (“ HFS ”), (ii) Barclays Bank PLC (“ Barclays ”) and (iii) Wells Fargo Capital Finance, LLC (“ Wells Fargo ”; Wells Fargo, HFS and Barclays, collectively, the “ Assigning Lenders ”) assigned 100% of their existing Revolving Credit Commitments and their Existing Revolving Loans to MidCap Financial Trust (“ MCF ”) pursuant to the Master Assignment Agreement (as defined below), with the result being that MCF and MidCap Funding IV Trust (“ MCF IV ”) are the only Existing Lenders;

WHEREAS , pursuant to an Agency Transfer and Subagency Agreement (the “ Agency Transfer Agreement ”) (i) Existing Administrative Agent resigned as Administrative Agent and Swing Line Lender, (ii) Capital One, N.A. resigned as L/C Issuer, Sole Book Running Manager, Sole Documentation Agent, Sole Lead Arranger and Syndication Agent (as all such terms are defined in the Credit Agreement) and (iii) the Required Lenders agreed that (a) MidCap Funding IV Trust shall be the Administrative Agent and the Swing Line Lender and (b) there would be no L/C Issuer on the Restatement Date, all immediately and automatically upon the effectiveness of this Amendment.

WHEREAS , MCF IV has, by the fact of execution and delivery of this Amendment, (i) consented to the terms of this Amendment, (ii) upon the Restatement Date, be deemed to have exchanged all of its unused Revolving Credit Commitments (as defined in the Credit Agreement) under the Existing Revolving Credit Facility (the “ Existing Revolving Credit Commitments ”) for commitments to make New Revolving Credit Loans (the “ New Revolving Credit Commitments ”) to the Borrowers in the principal amount equal to the sum of its Existing Revolving Credit Commitments under the Existing Revolving Credit Facilities and (iii) also agreed to provide New Revolving Credit Commitments on the Restatement Date in addition to the New Revolving Credit Commitments that are exchanged for its Existing Revolving Credit Commitments (such additional New Revolving Credit Commitments, the “ Increased Revolving Credit Commitments ”) in the amount necessary to arrive at the Revolving Credit Commitment set forth on Annex II opposite MCF IV’s name;

WHEREAS , MCF has, by the fact of execution and delivery of this Amendment, (i) consented to the terms of this Amendment, (ii) agreed to make a Closing Date Term Loan to Borrowers on the Restatement Date in the amount set forth on Annex II opposite MCF’s name, and (iii) agreed to provide Delayed Draw Term Loan Commitments on the Restatement Date in the amount set forth on Annex II opposite MCF’s name, but does not consent to extend its Existing Revolving Credit Commitments.

WHEREAS , each Person (other than MCF and MCF IV) that executes and delivers this Amendment as a “Lender” (all such Persons, collectively, the “ New Lenders ”) has, by the fact of execution and delivery of this Amendment, (i) consented to the terms of this Amendment, (ii) to the extent set forth on Annex II , agreed to make a Closing Date Term Loan to Borrowers on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name (each such Lender with a Closing Date Term Loan amount in excess of $0, together with MCF, the “ Closing Date Term Lenders ”), (ii) to the extent set forth on Annex II , agreed to provide New Revolving Credit Commitments on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name (each such Lender with a Revolving Credit Commitment in excess of $0, together with MCF IV, the “ Revolving Lenders ”) and (iii) to the extent set forth on Annex II , agreed to

provide commitments to make Delayed Draw Term Loans (the “ DDTL Credit Commitments ”) to Borrowers DDTL Credit Commitments on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name (each such Lender with a DDTL Commitment in excess of $0, together with MCF, the “ DDTL Lenders ”);

WHEREAS , the aggregate proceeds of the Closing Date Term Loan made under the Fourth Amended and Restated Credit Agreement will be used to (i) first, repay in full the Existing Revolving Credit Loans previously held by the Assigning Lenders and (ii) then, repay in part the Existing Revolving Credit Loans held by MCF IV;

WHEREAS , concurrent with the closing of the Fourth Amended and Restated Credit Agreement and the funding of the Loans to be made on the Restatement Date, all outstanding Letters of Credit (as defined in the Credit Agreement) will be fully cash-collateralized and, accordingly, no Letter of Credit Obligations (as defined in the Credit Agreement) will be outstanding as of the Restatement Date;

WHEREAS , Borrowers have requested, and Administrative Agent and the Lenders have agreed, the Borrowers identified on Annex IV (the “ Released Borrowers ”) be released from the Credit Agreement and the other Loan Documents and the Liens granted by the Release Borrowers to the Administrative Agent, for the benefit of the Secured Parties, be released and terminated; and

WHEREAS , Borrowers, Administrative Agent and the Lenders have agreed to re-designate the Loan Parties identified on Annex V as “Guarantors” under the Loan Documents upon the Restatement Date.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO LOAN DOCUMENTS; limited waiver; release of released borrowers; redesignation of certain borrowers as guarantors

1.1 Amendment and Restatement of Credit Agreement . The Borrowers, the Required Lenders, the Administrative Agent and the other parties hereto agree that on the Restatement Date, the Credit Agreement and all exhibits and annexes thereto shall be amended and restated in the form of the Fourth Amended and Restated Credit Agreement attached hereto as Exhibit A (the “ Fourth Amended and Restated Credit Agreement ”) and any term or provision of the Credit Agreement which is different from that set forth in the Fourth Amended and Restated Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Fourth Amended and Restated Credit Agreement.

1.2 Limited Waivers . Effective as of the Restatement Date, the Administrative Agent and the Required Lenders hereby waive (i) any requirements of the Credit Agreement that the Borrowers provide prior notice to the Administrative Agent (as defined in the Credit Agreement) of any prepayment of Loans (as defined in the Credit Agreement) and termination of the Revolving Commitment (as defined in the Credit Agreement) and (ii) the Events of Defaults described on Annex III (the “ Specified Defaults ”); provided that, such waiver of the Specified

Defaults shall be limited to the particular Events of Default listed on Annex III and the specified time periods set forth therein.

1.3 Release of Released Borrowers . As of the date of this Amendment, each party hereto agrees that (i) the Released Borrowers shall be released from the Obligations under the Credit Agreement, the Environmental Indemnity and the other Loan Documents and shall cease to be “Borrowers” under the Loan Documents and (ii) Lenders’ and Administrative Agent’s liens upon and security interests on the assets of the Released Borrowers that constitute Collateral shall be released. The Loan Parties expressly acknowledge and agree that the release set forth in this Section 1.3 is a partial release, which does not release any other Loan Party or Collateral, and does not affect any rights of Administrative Agent or any Lender or any L/C Issuer, or any Obligations of the Loan Parties or any of their respective Affiliates and/or Subsidiaries, or any other obligor in connection with the Loan or any other outstanding credit facility.

1.4 Re-designation of Certain Borrowers as Guarantors . Each party hereto agrees that, as of the Restatement Date, the Loan Parties set forth on Annex V attached hereto shall be designated as “Guarantors” instead of “Borrowers” under the Loan Documents.

1.5 Acknowledgement . On and after the Restatement Date, unless the context shall otherwise require, each reference in the Fourth Amended and Restated Credit Agreement or any other Loan Document to (a) “Closing Date Term Loan” shall be deemed a reference to the Closing Date Term Loan contemplated hereby and by the Fourth Amended and Restated Credit Agreement, (b) “Revolving Credit Loans” shall be deemed a reference to the New Revolving Credit Loans contemplated hereby and by the Fourth Amended and Restated Credit Agreement, (c) “Delayed Draw Term Loans” shall be deemed a reference to the Delayed Draw Term Loans contemplated hereby and by the Fourth Amended and Restated Credit Agreement, (d) “Delayed Draw Term Lender” shall be deemed a reference to the DDTL Lenders, (e) “Revolving Credit Lenders” shall be deemed a reference to the Revolving Lenders, (f) “Delayed Draw Term Loan Commitments” shall be deemed a reference to the DDTL Commitments contemplated hereby and (g) “Revolving Credit Commitments” shall be deemed a reference to the New Revolving Credit Commitments contemplated hereby. As of the Restatement Date, after giving effect to this Amendment, (i) the aggregate outstanding principal of amount of “Closing Date Term Loan” is $325,000,000, (ii) the aggregate principal amount of “Delayed Draw Term Loan Commitments” is $30,000,000 and (iii) the aggregate principal amount of “Revolving Credit Commitments” is $155,000,000. Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Obligation and related agreement, as evidenced by the Fourth Amended and Restated Credit Agreement.

SECTION II. JOINDER OF NEW LENDERS .

2.1 Joinder . Subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each New Lender shall be (a) a “Delayed Draw Term Lender” and/or a “Revolving Credit Lender” (as applicable) and (b) a “Lender”, in each case, under the Fourth Amended and Restated Credit Agreement as of the Restatement Date. Each New Lender shall be entitled to all the benefits afforded by the Fourth Amended and Restated Credit Agreement and

the other Loan Documents to Lenders, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.

2.2 New Lender Confirmations . Each New Lender hereby (i) confirms that (w) it is not a Restricted Person, (x) it has received a copy of this Amendment, the Fourth Amended and Restated Credit Agreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this this Amendment and to make the Loans and/or provide the Commitments, as applicable, (y) it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and (z) it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Fourth Amended and Restated Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Fourth Amended and Restated Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Fourth Amended and Restated Credit Agreement are required to be performed by it as a Lender.

SECTION III. EXCHANGE OF EXISTING REVOLVING CREDIT COMMITMENTS; AGREEMENTS TO MAKE CLOSING DATE TERM LOAN AND TO PROVIDE INCREASED REVOLVING CREDIT COMMITMENTS AND DELAYED DRAW TERM LOAN COMMITMENTS; USE OF PROCEEDS, ETC .

3.1 Loans and Commitments .

(a) Revolving Credit Loans . On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, (i) MCF IV agrees (y) that all of its Existing Revolving Credit Commitments (the “ Exchanged Revolving Credit Commitments ”) will be exchanged for New Revolving Credit Commitments in a like principal amount, as of the Restatement Date (but after giving effect to any partial prepayment described in Section 3.2 below) and (ii) to provide New Revolving Credit Commitments on the Restatement Date in the amount necessary to arrive at the aggregate Revolving Credit Commitment set forth on Annex II opposite MCF IV’s name and (ii) each New Lender that is a Revolving Lender agrees to provide New Revolving Credit Commitments on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name. The commitments of the Revolving Lenders and the refinancing undertakings of MCF IV are several and no such Revolving Lender will be responsible for any other Revolving Lender’s failure to make or acquire by refinancing New Revolving Credit Commitments or New Revolving Credit Loans.

(b) Delayed Draw Term Loan Commitments . On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each DDTL Lender agrees to provide a Delayed Draw Term Loan Commitment on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name. The commitments

of the DDTL Lenders are several and no such DDTL Lender will be responsible for any other DDTL Lender’s failure to make its DDTL Credit Commitment or Delayed Draw Term Loans.

(c) Closing Date Term Loan . On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each Closing Date Term Lender agrees to make its Pro Rata Share of the Closing Date Term Loan on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name. The commitments of the Closing Date Term Lenders are several and no such Closing Date Term Lender will be responsible for any other Closing Date Term Lender’s failure to make its Pro Rata Share of the Closing Date Term Loan.

3.2 Use of Proceeds of Closing Date Term Loan; Voluntary Prepayment . On the Restatement Date, Borrowers shall apply a portion of the aggregate proceeds of the Closing Date Term Loan to prepay in full the principal amount of all Existing Revolving Loans held by the Assigning Lenders immediately prior to the effectiveness of that certain Master Assignment Agreement executed by each of the Assigning Lenders, as assignors, and MCF, as assignee (the “ Master Assignment Agreement ”). Any remaining proceeds of the Closing Date Term Loan shall be used to prepay, in part, the principal amount of Existing Revolving Loans held by MCF IV immediately prior to the effectiveness of this Amendment. The repayment of Existing Revolving Loans with the proceeds of the Closing Date Term Loan contemplated hereby collectively constitute an optional partial prepayment of the Revolving Credit Facility (as defined in the Credit Agreement) by the Borrowers pursuant to Section 2.7(ii) of the Credit Agreement and shall be subject to the provisions of Section 2.7(ii) of the Credit Agreement; provided that, for the avoidance of doubt, no premium or penalty shall be due with respect to such payment or termination of the Revolving Credit Commitment.

3.3 Letters of Credit . Notwithstanding anything in the Credit Agreement to the contrary, each Letter of Credit (as defined in the Credit Agreement) that is outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment shall be cash-collateralized on the Restatement Date and no longer outstanding under the Fourth Amended and Restated Credit Agreement as of the Restatement Date, and the L/C Obligations and participations in such Letters of Credit shall no longer be included as Obligations as of the Restatement Date.

3.4 Termination of Existing Revolving Credit Commitments; Settlement Among Revolving Lenders . MCF consents to this Amendment as a Lender, but does not consent to the continuation of its Existing Revolving Credit Commitments into New Revolving Credit Commitments. Accordingly, upon payment in full of its Existing Revolving Loans as contemplated by Section 3.2 above, (a) the Existing Revolving Credit Commitments of MCF shall be terminated and (b) all remaining Existing Revolving Credit Commitments of MCF IV shall be automatically and irrevocably terminated (it being understood that such Existing Revolving Credit Commitments shall be automatically replaced with New Revolving Credit Commitments). From and after the Restatement Date, the Revolving Lenders hereby authorize Administrative Agent to adjust the funding and settlement mechanics set forth in the Fourth Amended and Restated Credit Agreement for so long as, and only to the extent necessary, to ensure that each Revolving Lender holds its Pro Rata Share of outstanding Revolving Loans as quickly as possible after the Restatement Date.

SECTION IV. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “ Restatement Date ”):

(a) Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the New Administrative Agent and its legal counsel:

(i) this Amendment, the Fourth Amended and Restated Credit Agreement and, to the extent not delivered prior to the Restatement Date, if amended, replaced or amended and restated, the other Loan Documents set forth on the Closing Checklist attached hereto as Annex VI ;

(ii) to the extent not complete and/or delivered prior to the Restatement 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, assignments and/or amendments to existing 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 Restatement Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;

(iii) 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 Amendment 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 Maryland, North Carolina, Virginia, New York, Delaware, California, Massachusetts, Texas, New Jersey, Pennsylvania, West Virginia and New Hampshire, as reasonably approved by Administrative Agent;

(iv) to the extent not delivered prior to the Restatement Date, (A) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in its jurisdiction or organization, 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;

(v) 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 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;

(vi) a certificate of a Responsible Officer of Ultimate Parent to the effect that, as of the Restatement Date:

a. since December 31, 2016, there has been no material adverse change in any aspect of the business, operations, properties or condition (financial or otherwise) of the Loan Parties taken as a whole, except as disclosed on any 10-Q filed by Ultimate Parent, any 8-K filed by Ultimate Parent after November 8, 2017 (in each case, prior to February 2, 2018) or otherwise as disclosed in writing to Administrative Agent (and, with respect to such other disclosures, Administrative Agent has agreed to except such disclosure from this condition precedent to closing);

b. the other aspects of the Transactions have been consummated (or will be consummated concurrently with closing); and

c. there will be (i) no claim, action, suit, litigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in writing, or, (ii) to the knowledge of the Loan Parties, no investigation, pending or threatened in writing, in each case, in any court or before any governmental agency with respect to the Transactions or any Loan Documents.

(vii) a solvency certificate of a Responsible Officer of Ultimate Parent certifying that the Loan Parties on a Consolidated Basis are Solvent, and substantially in the form of Exhibit J to the Fourth Amended and Restated Credit Agreement; and

(viii) a Notice of Borrowing for all Loans to be funded on the Restatement Date;

(b) Administrative Agent’s receipt of (i) audited consolidated balance sheets of Ultimate Parent, and the related consolidated statements of income, changes in equity and cash flows of Ultimate Parent for Fiscal Year ended December 31, 2016 and (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Ultimate Parent, for each subsequent calendar month and Fiscal Quarter after December 31, 2016 and ending at least 45 days before the Restatement Date;

(c) Administrative Agent’s receipt of 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 trailing twelve-month period ended at least 45 days prior to the Restatement Date prepared after giving effect to the Transactions as if the Transactions had occurred as of such date;

(d) Administrative Agent’s receipt, not later than the date three (3) days prior to the Restatement Date, of 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 by the Administrative Agent at least ten (10) days prior to the Restatement Date;

(e) Existing Administrative Agent’s receipt, in immediately available funds, of all accrued costs, fees and expenses owing to Existing Administrative Agent pursuant to the Credit Agreement as of the date of the Agency Assignment Agreement;

(f) Administrative Agent’s receipt, in immediately available funds, of (x) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) owing to Administrative Agent pursuant to this Amendment and the Fourth Amended and Restated Credit Agreement and (y) all other compensation required to be paid on or prior to the Restatement Date to the Administrative Agent and its Affiliates pursuant to the Fee Letter; and

(g) No Swing Line Loan (as defined in the Credit Agreement) shall be then outstanding.

Notwithstanding anything herein to the contrary, for purposes of determining compliance with the conditions specified in this Section IV , each Required Lender and New Lender shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Required Lender or New Lender unless, prior to the Restatement Date, Administrative Agent receives notice from such Required Lender or New Lender specifying such Required Lender’s or New Lender’s objections.

SECTION V. Confirmation of Representations and Warranties; Liens; No Default.

conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Permitted Liens, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Amendment constitute the legal, valid and binding obligations of Borrowers and each other Loan Party, enforceable against Borrowers and each other Loan Party in accordance with their respective 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 VI. REAFFIRMATION OF LOAN DOCUMENTS

(a) By executing and delivering this Amendment, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Documents, each as may be amended hereby, (ii) agrees that this Amendment shall be a “Loan Document” under the Fourth Amended and Restated Credit Agreement and (iii) hereby expressly agrees that the Fourth Amended and Restated Credit Agreement and each other Loan Document shall remain in full force and effect. Each Lender executing this Amendment hereby declines the issuance of one or more Notes evidencing its Commitment.

(b) Without limiting the generality of the foregoing, each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

SECTION VII. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS

As of the date of this Amendment, each Loan Party (i) agrees that, to its knowledge, Administrative Agent and each Lender has fully complied with its obligations under each Loan Document required to be performed prior to the date hereof, (ii) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (iii) fully and irrevocably releases any claims of any nature whatsoever that it may now have against Administrative Agent, and each Lender and relating in any way to this Amendment, the Loan Documents or the transactions contemplated hereby or thereby.

SECTION VIII. MISCELLANEOUS

not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Credit Agreement or any other Loan Document.

8.2 Headings . Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.

8.3 Loan Document . This Amendment shall constitute a “Loan Document” under the terms of the Fourth Amended and Restated Credit Agreement.

8.4 Costs and Expenses . The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Amendment shall be governed by Section 11.3 of the Fourth Amended and Restated Credit Agreement.

8.5 Successors/Assigns . This Amendment shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Loan Documents.

8.6 Applicable Law; Miscellaneous . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.13, 11.14 and 11.15 of the Fourth Amended and Restated Credit Agreement are incorporated by reference herein and made a part hereof.

8.7 Counterparts . This Amendment 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 Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Amendment by facsimile transmission or Electronic Transmission shall also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.

8.8 Further Assurances . Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by Administrative Agent to effectuate the purposes of this Amendment.

[Remainder of this page intentionally left blank.]

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, Secretary and Assistant Treasurer
	EACH OF THE ENTITIES LISTED ON ANNEX I-A ATTACHED HERETO: By: FC-GEN Operations Investments, LLC, its authorized agent By: /s/ Michael S. Sherman Name: Michael S. Sherman Title: Senior Vice President, Secretary and Assistant Treasurer

[Signatures Continue on Following Page]

ADMINISTRATIVE AGENT:

MIDCAP FUNDING IV TRUST

By: Apollo Capital Management, L.P.,

its investment manager

By: Apollo Capital Management GP, LLC,

its general partner

By: /s/ Maurice Amsellem

Name: Maurice Amsellem

Title: Authorized Signatory

[Signatures Continue on Following Page]

LENDERS:
	MIDCAP FINANCIAL TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory
	MIDCAP FUNDING IV TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory
	HFG HEALTHCO-4 TRUST By: MidCap Master Healthco Trust Its: Principal Trustee By: Apollo Capital Management, L.P. Its: Investment Manager By: Apollo Capital Management GP, LLC Its: General Partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory

LENDERS:

APOLLO INVESTMENT CORPORATION

By: Apollo Investment Management, L.P., as Advisor

By: ACC Management GP, LLC, as its General Partner

By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt

Title: Authorized Signatory

LENDERS:
	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ James M. Hassett Name: James M. Hassett Title: Executive Vice President, Credit

	MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ James M. Hassett Name: James M. Hassett Title: Executive Vice President, Credit

LENDERS:

Tranquilidade Diversified Income ICAV , an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Tranquilidade Loan Origination Fund

By: Apollo Management International LLP,

its portfolio manager

By: AMI (Holdings), LLC, its member

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

LENDERS:

AMISSIMA DIVERSIFIED INCOME ICAV ,

an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Amissima Loan Origination Fund

By: Apollo Management International LLP,

its portfolio manager

By: AMI (Holdings), LLC, its member

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

LENDERS:

APOLLO CREDIT FUNDS ICAV , an Umbrella Irish Collective Asset Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Apollo Helius Multi-Credit Fund I

By: ACF Europe Management, LLC, its portfolio manager

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

LENDERS:

BCSSS INVESTMENTS 2 S.À R.L.

By: Apollo Capital Management, L.P.,

its Investment Manager

By: Apollo Capital Management GP, LLC,

its General Partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Authorized Signatory

annex i-A

additional borrowers

Name	Jurisdiction
1 Emerson Drive North Operations LLC	CT
1 Emerson Drive South Operations LLC	CT
1 Magnolia Drive Operations LLC	MD
1 Sutphin Drive Operations LLC	WV
10 Woodland Drive Operations LLC	DE
100 Chambers Street Operations LLC	RI
100 Edella Road Operations LLC	PA
100 St. Claire Drive Operations LLC	DE
1000 Association Drive Operations LLC	WV
1000 Lincoln Drive Operations LLC	WV
1000 Orwigsburg Manor Drive Operations LLC	PA
1000 Schuylkill Manor Road Operations LLC	PA
101 13th Street Operations LLC	WV
1020 South Main Street Operations LLC	PA
106 Tyree Street Operations LLC	WV
1080 Silver Lake Boulevard Operations LLC	DE
1104 Welsh Road Operations LLC	PA
1113 North Easton Road Operations LLC	PA
1145 Poquonnock Road Operations LLC	CT
115 East Melrose Avenue Operations LLC	MD
115 Sunset Road Operations LLC	NJ
1165 Easton Avenue Operations LLC	NJ
120 Murray Street Operations LLC	MA
1201 Rural Avenue Operations LLC	PA
12-15 Saddle River Road Operations LLC	NJ
1240 Pinebrook Road, LLC	DE
1245 Church Road Operations LLC	PA
1248 Hospital Drive Operations LLC	VT
125 Holly Road Operations LLC	PA
128 East State Street Associates, LLC	PA
1350 E. Lookout Drive Operations LLC	TX
1351 Old Freehold Road Operations LLC	NJ
1361 Route 72 West Operations LLC	NJ
140 Prescott Street Operations LLC	MA
1420 South Black Horse Pike Operations LLC	NJ
144 Magnolia Drive Operations LLC	NJ
1501 SE 24th Road, LLC	DE
1515 Lamberts Mill Road Operations LLC	NJ
1526 Lombard Street SNF Operations LLC	PA

Exhibit A - 1

Name	Jurisdiction
1539 Country Club Road Operations LLC	WV
1543 Country Club Road Manor Operations LLC	WV
16 Fusting Avenue Operations LLC	MD
161 Bakers Ridge Road Operations LLC	WV
1631 Ritter Drive Operations LLC	WV
1680 Spring Creek Road Operations LLC	PA
1700 Pine Street Operations LLC	PA
1700 Wynwood Drive Operations LLC	NJ
1718 Spring Creek Road Operations LLC	PA
1775 Huntington Lane, LLC	DE
1801 Turnpike Street Operations LLC	MA
1801 Wentworth Road Operations LLC	MD
184 Bethlehem Pike Operations LLC	PA
191 Hackett Hill Road Operations LLC	NH
1980 Sunset Point Road, LLC	DE
2 Deer Park Drive Operations LLC	NJ
20 Summit Street Operations LLC	NJ
200 Marter Avenue Operations LLC	NJ
200 Reynolds Avenue Operations LLC	NJ
200 South Ritchie Avenue Operations LLC	WV
201 New Road Operations LLC	NJ
201 Wood Street Operations LLC	WV
2015 East West Highway Operations LLC	MD
205 Armstrong Avenue Operations LLC	MD
2101 Fairland Road Operations LLC	MD
22 South Street Operations LLC	CT
22 Tuck Road Operations LLC	DE
2240 White Horse Mercerville Road Operations LLC	NJ
225 Evergreen Road Operations LLC	PA
227 Evergreen Road Operations LLC	PA
227 Pleasant Street Operations LLC	NH
23 Fair Street Operations LLC	CT
2305 Rancocas Road Operations LLC	NJ
239 Pleasant Street Operations LLC	NH
24 Truckhouse Road Operations LLC	MD
25 East Lindsley Road Operations LLC	NJ
2507 Chestnut Street Operations LLC	PA
2600 Highlands Boulevard, North, LLC	DE
2601 Evesham Road Operations LLC	NJ
261 Terhune Drive Operations LLC	NJ
262 Toll Gate Road Operations LLC	PA
2720 Charles Town Road Operations LLC	WV
279 Cabot Street Operations LLC	MA

Exhibit A - 2

Name	Jurisdiction
290 Hanover Street Operations LLC	DE
290 Red School Lane Operations LLC	NJ
2900 Twelfth Street North, LLC	DE
292 Applegarth Road Operations LLC	NJ
3 Park Drive Operations LLC	MA
30 Princeton Boulevard Operations LLC	MA
30 West Avenue Operations LLC	PA
300 Courtright Street Operations LLC	PA
300 Pearl Street Operations LLC	VT
3000 Balfour Circle Operations LLC	PA
3001 Evesham Road Operations LLC	NJ
302 Cedar Ridge Road Operations LLC	WV
315 Upper Riverdale Road LLC	GA
32 Hospital Hill Road Operations LLC	MA
3227 Bel Pre Road Operations LLC	MD
329 Exempla Circle Operations LLC	CO
330 Franklin Turnpike Operations LLC	NJ
333 Grand Avenue Operations LLC	NJ
333 Green End Avenue Operations LLC	RI
336 South West End Avenue Operations LLC	PA
3485 Davisville Road Operations LLC	PA
35 Marc Drive Operations LLC	CT
35 Milkshake Lane Operations LLC	MD
350 Haws Lane Operations LLC	PA
3809 Bayshore Road Operations LLC	NJ
3865 Tampa Road, LLC	DE
390 Red School Lane Operations LLC	NJ
4 Hazel Avenue Operations LLC	CT
40 Parkhurst Road Operations LLC	MA
400 29th Street Northeast Operations LLC	WA
400 Groton Road Operations LLC	MA
4140 Old Washington Highway Operations LLC	MD
422 23rd Street Operations LLC	WV
44 Keystone Drive Operations LLC	MA
440 North River Street Operations LLC	PA
450 East Philadelphia Avenue Operations LLC	PA
455 Brayton Avenue Operations LLC	MA
4602 Northgate Court, LLC	DE
462 Main Street Operations LLC	MA
464 Main Street Operations LLC	MA
475 Jack Martin Boulevard Operations LLC	NJ
4755 South 48th Street Operations LLC	WA
4901 North Main Street Operations LLC	MA

Exhibit A - 3

Name	Jurisdiction
4927 Voorhees Road, LLC	DE
50 Mulberry Tree Street Operations LLC	WV
500 East Philadelphia Avenue Operations LLC	PA
5101 North Park Drive Operations LLC	NJ
515 Brightfield Road Operations LLC	MD
525 Glenburn Avenue Operations LLC	MD
530 Macoby Street Operations LLC	PA
536 Ridge Road Operations LLC	NJ
54 Sharp Street Operations LLC	NJ
5485 Perkiomen Avenue Operations LLC	PA
549 Baltimore Pike Operations LLC	PA
55 Cooper Street Operations LLC	MA
55 Kondracki Lane Operations LLC	CT
5501 Perkiomen Avenue Operations LLC	PA
56 Hamilton Avenue Operations LLC	NJ
56 West Frederick Street Operations LLC	MD
59 Harrington Court Operations LLC	CT
590 North Poplar Fork Road Operations LLC	WV
600 Paoli Pointe Drive Operations LLC	PA
6000 Bellona Avenue Operations LLC	MD
61 Cooper Street Operations LLC	MA
610 Dutchman's Lane Operations LLC	MD
610 Townbank Road Operations LLC	NJ
613 Hammonds Lane Operations LLC	MD
625 State Highway 34 Operations LLC	NJ
63 Country Village Road Operations LLC	NH
642 Metacom Avenue Operations LLC	DE
65 Cooper Street Operations LLC	MA
650 Edison Avenue Operations LLC	PA
70 Gill Avenue Operations LLC	DE
700 Toll House Avenue Operations LLC	MD
700 Town Bank Road Operations LLC	NJ
715 East King Street Operations LLC	DE
72 Salmon Brook Drive Operations LLC	CT
723 Summers Street Operations LLC	WV
7232 German Hill Road Operations LLC	MD
735 Putnam Pike Operations LLC	DE
7395 W. Eastman Place Operations LLC	CO
740 Oak Hill Road Operations LLC	RI
75 Hickle Street Operations LLC	PA
7520 Surratts Road Operations LLC	MD
7525 Carroll Avenue Operations LLC	MD
77 Madison Avenue Operations LLC	NJ

Exhibit A - 4

Name	Jurisdiction
7700 York Road Operations LLC	MD
777 Lafayette Road Operations LLC	DE
78 Opal Street LLC	GA
8 Rose Street Operations LLC	WV
80 Maddex Drive Operations LLC	WV
800 West Miner Street Operations LLC	PA
8015 Lawndale Street Operations LLC	PA
810 South Broom Street Operations LLC	DE
8100 Washington Lane Operations LLC	PA
825 SUMMIT STREET OPERATIONS LLC	WV
84 Cold Hill Road Operations LLC	NJ
840 Lee Road Operations LLC	WV
841 Merrimack Street Operations LLC	MA
843 Wilbur Avenue Operations LLC	NJ
845 Paddock Avenue Operations LLC	CT
850 Paper Mill Road Operations LLC	PA
867 York Road Operations LLC	PA
8710 Emge Road Operations LLC	MD
8720 Emge Road Operations LLC	MD
89 Morton Street Operations LLC	MA
899 Cecil Avenue Operations LLC	MD
905 Penllyn Pike Operations LLC	PA
91 Country Village Road Operations LLC	NH
9101 Second Avenue Operations LLC	MD
93 Main Street SNF Operations LLC	NH
932 Broadway Operations LLC	DE
9701 Medical Center Drive Operations LLC	MD
9738 Westover Hills Boulevard Operations LLC	TX
98 Hospitality Drive Operations LLC	VT
Alexandria Care Center, LLC	DE
Alta Care Center, LLC	DE
Anaheim Terrace Care Center, LLC	DE
Bay Crest Care Center, LLC	DE
Belen Meadows Healthcare and Rehabilitation Center, LLC	DE
Belmont Nursing Center, LLC	MA
Bradford Square Nursing, LLC	DE
Brier Oak on Sunset, LLC	DE
CareerStaff Unlimited, LLC	DE
Clairmont Longview Property , LLC	DE
Clairmont Longview, LLC	DE
Clovis Healthcare and Rehabilitation Center, LLC	DE
Colonial Tyler Care Center, LLC	DE
Courtyard JV LLC	MA

Exhibit A - 5

Name	Jurisdiction
Crestview Nursing, LLC	DE
Diane Drive Operations LLC	WV
Elmcrest Care Center, LLC	DE
FC-GEN Hospice Holdings, LLC	DE
Five Ninety Six Sheldon Road Operations LLC	DE
Flatonia Oak Manor, LLC	DE
Florida Holdings I, LLC	DE
Florida Holdings II, LLC	DE
Florida Holdings III, LLC	DE
Fort Worth Center of Rehabilitation , LLC	DE
Forty Six Nichols Street Operations LLC	DE
Forty Six Nichols Street Property, LLC	VT
Fountain Care Center, LLC	DE
Fountain View Subacute and Nursing Center, LLC	DE
Franklin Woods JV LLC	MD
GEN Operations I, LLC	DE
GEN Operations II, LLC	DE
Genesis Administrative Services LLC	DE
Genesis Bayview JV Holdings, LLC	MD
Genesis CO Holdings LLC	CO
Genesis CT Holdings LLC	CT
Genesis DE Holdings LLC	DE
Genesis Dynasty Operations LLC	DE
Genesis Eldercare Network Services, LLC	PA
Genesis ElderCare Physician Services, LLC	PA
Genesis Eldercare Rehabilitation Services, LLC	PA
Genesis Health Ventures of New Garden, LLC	PA
Genesis Holdings LLC	DE
Genesis IP LLC	DE
Genesis LGO Operations LLC	DE
Genesis MA Holdings LLC	MA
Genesis MD Holdings LLC	MD
Genesis NH Holdings LLC	NH
Genesis NJ Holdings LLC	NJ
Genesis OMG Operations LLC	DE
Genesis Operations II LLC	DE
Genesis Operations III LLC	DE
Genesis Operations IV LLC	DE
Genesis Operations LLC	DE
Genesis Operations V LLC	DE
Genesis Operations VI LLC	DE
Genesis PA Holdings LLC	PA
Genesis Partnership LLC	DE

Exhibit A - 6

Name	Jurisdiction
Genesis ProStep, LLC	DE
Genesis RI Holdings LLC	RI
Genesis Staffing Services LLC	PA
Genesis TX Holdings LLC	DE
Genesis VA Holdings LLC	VA
Genesis VT Holdings LLC	VT
Genesis WV Holdings LLC	WV
GHC Burlington Woods Dialysis JV LLC	NJ
GHC Dialysis JV LLC	DE
GHC Holdings II LLC	DE
GHC Holdings LLC	DE
GHC JV Holdings LLC	DE
GHC Matawan Dialysis JV LLC	NJ
GHC Payroll LLC	DE
GHC Randallstown Dialysis JV LLC	MD
GHC SelectCare LLC	PA
GHC TX Operations LLC	TX
GHC Windsor Dialysis JV LLC	CT
Granite Ledges JV LLC	NH
Grant Manor LLC	DE
Great Falls Health Care Company, L.L.C.	MT
GRS JV LLC	DE
Guadalupe Seguin Property, LLC	DE
Guadalupe Valley Nursing Center, LLC	DE
Hallettsville Rehabilitation and Nursing Center, LLC	DE
Hallmark Investment Group, LLC	DE
Hallmark Rehabilitation GP, LLC	DE
Harborside Connecticut Limited Partnership	MA
Harborside Danbury Limited Partnership	MA
Harborside Health I LLC	DE
Harborside Healthcare Advisors Limited Partnership	MA
Harborside Healthcare Limited Partnership	MA
Harborside Healthcare, LLC	DE
Harborside Massachusetts Limited Partnership	MA
Harborside New Hampshire Limited Partnership	MA
Harborside North Toledo Limited Partnership	MA
Harborside of Cleveland Limited Partnership	MA
Harborside of Dayton Limited Partnership	MA
Harborside of Ohio Limited Partnership	MA
Harborside Point Place, LLC	DE
Harborside Rehabilitation Limited Partnership	MA
Harborside Rhode Island Limited Partnership	MA
Harborside Swanton, LLC	DE

Exhibit A - 7

Name	Jurisdiction
Harborside Sylvania, LLC	DE
Harborside Toledo Business LLC	MA
Harborside Toledo Limited Partnership	MA
Harborside Troy, LLC	DE
HBR Bardwell LLC	DE
HBR Barkely Drive, LLC	DE
HBR Bowling Green LLC	DE
HBR Brownsville, LLC	DE
HBR Campbell Lane, LLC	DE
Hbr Danbury, LLC	DE
HBR Elizabethtown, LLC	DE
HBR Kentucky, LLC	DE
HBR Lewisport, LLC	DE
HBR Madisonville, LLC	DE
HBR Owensboro, LLC	DE
HBR Paducah, LLC	DE
Hbr Stamford, LLC	DE
Hbr Trumbull, LLC	DE
HBR Woodburn, LLC	DE
HC 63 Operations LLC	WV
HHCI Limited Partnership	MA
Hospitality Lubbock Property, LLC	DE
Hospitality Nursing and Rehabilitation Center, LLC	DE
Huntington Place Limited Partnership	FL
Kansas City Transitional Care Center, LLC	DE
Kennett Center, L.P.	PA
KHI LLC	DE
Klondike Manor LLC	DE
Leisure Years Nursing, LLC	DE
Lincoln Highway JV LLC	PA
Lincoln Highway Operations LLC	PA
Live Oak Nursing Center, LLC	DE
Magnolia JV LLC	MD
Marietta Healthcare, LLC	DE
Maryland Harborside, LLC	MA
Massachusetts Holdings I, LLC	DE
Montebello Care Center, LLC	DE
Monument La Grange Property , LLC	DE
Monument Rehabilitation and Nursing Center, LLC	DE
MS Exton Holdings, LLC	IN
MS Exton, LLC	IN
Oakland Manor Nursing Center, LLC	DE
Odd Lot LLC	DE

Exhibit A - 8

Name	Jurisdiction
Ohio Holdings I, LLC	DE
Owenton Manor Nursing, LLC	DE
PDDTSE LLC	DE
Peak Medical Assisted Living, LLC	DE
Peak Medical Colorado No. 2, LLC	DE
Peak Medical Colorado No. 3, LLC	DE
Peak Medical Idaho Operations, LLC	DE
Peak Medical Las Cruces No. 2, LLC	DE
Peak Medical Las Cruces, LLC	DE
Peak Medical Montana Operations, LLC	DE
Peak Medical New Mexico No. 3, LLC	DE
Peak Medical of Boise, LLC	DE
Peak Medical of Colorado, LLC	DE
Peak Medical of Idaho, LLC	DE
Peak Medical of Utah, LLC	DE
Peak Medical Roswell, LLC	DE
Peak Medical, LLC	DE
Pine Tree Villa LLC	DE
PM Oxygen Services, LLC	DE
PROCARE ONE NURSES, LLC	DE
Property Resource Holdings, LLC	DE
Regency Health Services, LLC	DE
Regency Nursing, LLC	DE
Respiratory Health Services LLC	MD
Rio Hondo Subacute and Nursing Center, LLC	DE
Riverside Retirement Limited Partnership	MA
Romney Health Care Center Limited Partnership	WV
Route 92 Operations LLC	WV
Royalwood Care Center, LLC	DE
Saddle Shop Road Operations LLC	WV
Salisbury JV LLC	MD
Sharon Care Center, LLC	DE
SHG Partnership, LLC	DE
SHG Resources, LLC	DE
Skies Healthcare and Rehabilitation Center, LLC	DE
Skiles Avenue and Sterling Drive Urban Renewal Operations LLC	NJ
Skilled Healthcare, LLC	DE
Southwood Austin Property , LLC	DE
Southwood Care Center, LLC	DE
SR-73 AND LAKESIDE AVENUE OPERATIONS LLC	NJ
St. Anthony Healthcare and Rehabilitation Center, LLC	DE
St. Catherine Healthcare and Rehabilitation Center, LLC	DE
St. Elizabeth Healthcare and Rehabilitation Center, LLC	DE

Exhibit A - 9

Name	Jurisdiction
St. John Healthcare and Rehabilitation Center, LLC	DE
St. Theresa Healthcare and Rehabilitation Center, LLC	DE
State Street Associates, L.P.	PA
State Street Kennett Square, LLC	DE
Stillwell Road Operations LLC	WV
Summit Care Parent, LLC	DE
Summit Care, LLC	DE
Sun Healthcare Group, Inc.	DE
SunBridge Beckley Health Care LLC	WV
SunBridge Braswell Enterprises, LLC	CA
SunBridge Brittany Rehabilitation Center, LLC	CA
SunBridge Care Enterprises West, LLC	UT
SunBridge Care Enterprises, LLC	DE
SunBridge Carmichael Rehabilitation Center, LLC	CA
SunBridge Circleville Health Care LLC	OH
SunBridge Clipper Home of Portsmouth, LLC	NH
SunBridge Clipper Home of Rochester, LLC	NH
SunBridge Dunbar Health Care LLC	WV
SunBridge Gardendale Health Care Center, LLC	GA
SunBridge Glenville Health Care, LLC	WV
SunBridge Goodwin Nursing Home, LLC	NH
SunBridge Hallmark Health Services, LLC	DE
SunBridge Harbor View Rehabilitation Center, LLC	CA
SunBridge Healthcare, LLC	NM
SunBridge Marion Health Care LLC	OH
SunBridge Meadowbrook Rehabilitation Center, LLC	CA
SunBridge Mountain Care Management, LLC	WV
SunBridge Nursing Home, LLC	WA
SunBridge Paradise Rehabilitation Center, LLC	CA
SunBridge Putnam Health Care LLC	WV
SunBridge Regency - North Carolina, LLC	NC
SunBridge Regency - Tennessee, LLC	TN
SunBridge Retirement Care Associates, LLC	CO
SunBridge Salem Health Care LLC	WV
SunBridge Shandin Hills Rehabilitation Center, LLC	CA
SunBridge Stockton Rehabilitation Center, LLC	CA
SunBridge Summers Landing, LLC	GA
SunDance Rehabilitation Agency, LLC	DE
SunDance Rehabilitation Holdco, Inc.	DE
SunDance Rehabilitation, LLC	CT
SunMark of New Mexico, LLC	NM
The Clairmont Tyler, LLC	DE
The Earlwood, LLC	DE

Exhibit A - 10

Name	Jurisdiction
The Heights of Summerlin, LLC	DE
The Rehabilitation Center of Albuquerque, LLC	DE
The Rehabilitation Center of Omaha, LLC	DE
Three Mile Curve Operations LLC	WV
Town and Country Boerne Property , LLC	DE
Town and Country Manor, LLC	DE
Vintage Park At San Martin, LLC	DE
Wakefield Healthcare, LLC	DE
Westfield Healthcare, LLC	DE
Woodland Care Center, LLC	DE
Woodspoint LLC	DE

TO BE released borrowers

Name	Jurisdiction
1200 S. Broadway Property, LLC	KS
1203 Walker Road Operations LLC	DE
1223 Orchard Lane Property, LLC	KS
12325 New Hampshire Avenue Dialysis Services LLC	MD
12325 New Hampshire Avenue Operations LLC	MD
1251 Rural Avenue Operations LLC	PA
1419 Route 9 North Operations LLC	NJ
150 Edella Road Operations LLC	PA
1785 South Hayes Street Operations LLC	VA
2112 Highway 36 Property, LLC	KS
240 Barker Road Operations LLC	PA
30 Webster Street Operations LLC	MA
331 Holt Lane Operations LLC	WV
340 E. South Street Property, LLC	KS
438 23rd Street Operations LLC	WV
5 Rolling Meadows Drive Operations LLC	WV
500 South Dupont Boulevard Operations LLC	DE
6040 Harford Road Operations LLC	MD
656 Dillon Way Operations LLC	CO
699 South Park Road Operations LLC	WV
Blue River Kansas City Property, LLC	DE
Cameron Missouri Property, LLC	DE
Carmel Hills Independence Property, LLC	DE
City View Villa, LLC	DE
Cornerstone Hospice Arizona, LLC	DE
Creekside Hospice II, LLC	DE
East Rusholme Property, LLC	DE

Exhibit A - 11

Name	Jurisdiction
Falmouth Healthcare, LLC	DE
Forty Eight Nichols Street Operations LLC	DE
Fountain Holdco, LLC	DE
Genesis Hospitality Services LLC	PA
Hancock Park Rehabilitation Center, LLC	DE
Highland Healthcare and Rehabilitation Center, LLC	DE
Holmesdale Healthcare and Rehabilitation Center, LLC	DE
Holmesdale Property, LLC	DE
Home Health Care of the West, LLC	DE
Independence Missouri Property, LLC	DE
Liberty Terrace Healthcare and Rehabilitation Center, LLC	DE
Liberty Terrace Missouri Property, LLC	DE
Mashpee Healthcare, LLC	DE
Masthead, LLC	NM
One Price Drive Operations LLC	MD
Preferred Design, LLC	DE
Raymore Missouri Property, LLC	DE
Riverview Des Moines Property, LLC	DE
Rossville Kansas Property, LLC	DE
Sandpiper Wichita Property, LLC	DE
Shawnee Gardens Healthcare and Rehabilitation Center, LLC	DE
Shawnee Property, LLC	DE
Signature Hospice & Home Health, LLC	DE
Southwest Payroll Services, LLC	DE
Summit Care Pharmacy, LLC	DE
Sun Valley Home Care II, LLC	DE
Sun Valley Hospice II, LLC	DE
SunBridge Charlton Healthcare, LLC	GA
SunBridge Jeff Davis Healthcare, LLC	GA
SunBridge of Harriman, LLC	TN
SunBridge West Tennessee, LLC	GA
Vintage Park at Atchison, LLC	DE
Vintage Park at Baldwin City, LLC	DE
Vintage Park at Eureka, LLC	DE
Vintage Park at Fredonia, LLC	DE
Vintage Park at Gardner, LLC	DE
Vintage Park at Hiawatha, LLC	DE
Vintage Park at Holton, LLC	DE
Vintage Park at Lenexa, LLC	DE
Vintage Park at Louisburg, LLC	DE
Vintage Park at Neodesha, LLC	DE
Vintage Park at Osage City, LLC	DE

Exhibit A - 12

Name	Jurisdiction
Vintage Park at Osawatomie, LLC	DE
Vintage Park at Ottawa, LLC	DE
Vintage Park at Paola, LLC	DE
Vintage Park at Stanley, LLC	DE
Vintage Park at Tonganoxie, LLC	DE
Vintage Park at Wamego, LLC	DE
Vintage Park at Waterfront, LLC	DE

tO be re-designated loan parties

Name	Jurisdiction
1165 Easton Avenue Property, LLC	NJ
120 Murray Street Property LLC	MA
1248 Hospital Drive Property LLC	VT
1420 South Black Horse Pike Property, LLC	NJ
1835 West La Veta Avenue Property LLC	DE
2015 East West Highway Property, LLC	MD
23 Fair Street Property, LLC	CT
261 Terhune Drive Property, LLC	NJ
279 Cabot Street Property LLC	MA
2800 North Harbor Boulevard Property LLC	DE
300 Pearl Street Property LLC	VT
3111 Santa Anita Avenue Property LLC	DE
400 29th Street Northeast Property LLC	WA
4755 South 48th Street Property LLC	WA
55 Kondracki Lane Property, LLC	CT
7120 Corbin Avenue Property LLC	DE
740 Oak Hill Road Property LLC	RI
98 Hospitality Drive Property LLC	VT

Exhibit A - 13

Exhibit 10.15

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of March 6, 2018

among

GENESIS HEALTHCARE, INC.
FC-GEN OPERATIONS INVESTMENT, LLC
SKILLED HEALTHCARE, LLC
GENESIS HOLDINGS, LLC
GENESIS HEALTHCARE LLC

and

THE OTHER ENTITIES LISTED ON ANNEX I-A,
as Borrowers,

THE OTHER ENTITIES LISTED ON ANNEX I-B,
as Guarantors

and

THE LENDERS AND L/C ISSUERS PARTY HERETO

MIDCAP FUNDING IV TRUST,
as Administrative Agent

♦ ♦ ♦ ♦

Table of Contents



		Page

ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		2

Section 1.1	Defined Terms	2

Section 1.2	UCC Terms	45

Section 1.3	Accounting Terms and Principles	46

Section 1.4	Interpretation	46

ARTICLE 2 THE CREDIT FACILITIES		47

Section 2.1	The Commitments	47

Section 2.2	Borrowing Procedures	48

Section 2.3	Swing Loans	50

Section 2.4	Letters of Credit	52

Section 2.5	Reduction and Termination of the Commitments	54

Section 2.6	Repayment of Loans	55

Section 2.7	Optional Prepayments; Optional Revolving Credit Commitment Reductions	55

Section 2.8	Mandatory Prepayments	55

Section 2.9	Interest	56

Section 2.10	Reserved	57

Section 2.11	Fees	57

Section 2.12	Application of Payments	58

Section 2.13	Payments and Computations	59

Section 2.14	Evidence of Debt	60

Section 2.15	Suspension of LIBOR Rate Option	61

Section 2.16	Increased Costs; Capital Requirements.	62

Section 2.17	Taxes	63

Section 2.18	Substitution of Lenders	66

Section 2.19	Contribution	67

Section 2.20	Reserved	69

Section 2.21	HUD Revolving Credit Sub-Facility	69

Section 2.22	Defaulting Lenders	70

ARTICLE 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT		71

Section 3.1	Conditions Precedent to Loans and Letters of Credit on the Original Closing Date	71

Section 3.2	Conditions Precedent to Each Loan and Letter of Credit	71

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Table of Contents

(continued)


		Page

Section 3.3	Conditions to Effectiveness	71

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		72

Section 4.1	Corporate Existence; Financial Statements; Compliance with Law	72

Section 4.2	Loan and Related Documents	74

Section 4.3	Financial Statements	74

Section 4.4	[Reserved]	74

Section 4.5	Material Adverse Effect	75

Section 4.6	Solvency	75

Section 4.7	Litigation	75

Section 4.8	Taxes	75

Section 4.9	Margin Regulations	75

Section 4.10	No Burdensome Obligations; No Defaults	76

Section 4.11	Investment Company Act	76

Section 4.12	Labor Matters	76

Section 4.13	ERISA	76

Section 4.14	Environmental Matters	77

Section 4.15	Intellectual Property	77

Section 4.16	Title; Real Property	77

Section 4.17	Full Disclosure	78

Section 4.18	Patriot Act; OFAC	78

Section 4.19	Eligible Accounts	78

Section 4.20	Use of Proceeds	79

Section 4.21	Insurance	79

Section 4.22	Reportable Transactions	79

Section 4.23	Security Documents	79

Section 4.24	Schedules Deemed Updated	80

ARTICLE 5 FINANCIAL COVENANTS		80

Section 5.1	Reserved	80

Section 5.2	Minimum Consolidated Fixed Charge Coverage Ratio	80

Section 5.3	Reserved	80

Section 5.4	Maximum Leverage Ratio	80

Section 5.5	Reserved	81

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Table of Contents

(continued)


		Page

Section 5.6	Minimum Liquidity	81

Section 5.7	Investments to Cure Financial Covenant Defaults	81

ARTICLE 6 REPORTING COVENANTS		82

Section 6.1	Financial Statements	82

Section 6.2	Other Events	85

Section 6.3	Copies of Notices and Reports	85

Section 6.4	Taxes	85

Section 6.5	Labor Matters	86

Section 6.6	ERISA Matters	86

Section 6.7	Environmental Matters	86

Section 6.8	Other Information	86

ARTICLE 7 AFFIRMATIVE COVENANTS		87

Section 7.1	Maintenance of Corporate Existence	87

Section 7.2	Compliance with Laws, Etc	87

Section 7.3	Payment of Obligations	88

Section 7.4	Maintenance of Property	88

Section 7.5	Maintenance of Insurance	89

Section 7.6	Keeping of Books	89

Section 7.7	Access to Books and Property	89

Section 7.8	Environmental	89

Section 7.9	Post-Closing Obligations	90

Section 7.10	Additional Borrowers and Collateral	90

Section 7.11	Deposit Accounts; Securities Accounts and Cash Collateral Accounts	93

Section 7.12	Cash Management; Agent Collection Account	94

Section 7.13	Further Assurances	97

Section 7.14	Use of Proceeds	97

Section 7.15	Annual Lenders Meeting	97

Section 7.16	Material Master Leases	98

Section 7.17	UPL Programs	98

ARTICLE 8 NEGATIVE COVENANTS		99

Section 8.1	Indebtedness	99

Section 8.2	Liens	102

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Table of Contents

(continued)


		Page

Section 8.3	Sale and Lease-Back Transactions	105

Section 8.4	Investments	106

Section 8.5	Mergers, Consolidations, Sales of Assets and Acquisitions	108

Section 8.6	Restricted Payments; Restrictive Agreements	111

Section 8.7	Transactions with Affiliates	113

Section 8.8	Change in Nature of Business	114

Section 8.9	Other Indebtedness and Agreements	114

Section 8.10	Accounting Changes; Fiscal Year	115

Section 8.11	Margin Regulations	115

Section 8.12	Tax Receivable Agreement	115

ARTICLE 9 EVENTS OF DEFAULT		115

Section 9.1	Definition	115

Section 9.2	Remedies	117

Section 9.3	Actions in Respect of Letters of Credit	118

ARTICLE 10 ADMINISTRATIVE AGENT		118

Section 10.1	Appointment and Duties	118

Section 10.2	Binding Effect	119

Section 10.3	Use of Discretion	120

Section 10.4	Delegation of Rights and Duties	120

Section 10.5	Reliance and Liability	120

Section 10.6	Administrative Agent Individually	121

Section 10.7	Lender Credit Decision	121

Section 10.8	Expenses; Indemnities	122

Section 10.9	Resignation of Administrative Agent or L/C Issuer; Assignment by Administrative Agent	122

Section 10.10	Release of Collateral or Guarantors	123

Section 10.11	Additional Secured Parties	124

Section 10.12	Payments and Settlements; Return of Payments	124

ARTICLE 11 MISCELLANEOUS		126

Section 11.1	Amendments, Waivers, Etc	126

Section 11.2	Assignments and Participations; Binding Effect	128

Section 11.3	Costs and Expenses	131

Section 11.4	Indemnities	132

-iv-

Table of Contents

(continued)


		Page

Section 11.5	Survival	133

Section 11.6	Limitation of Liability for Certain Damages	133

Section 11.7	Lender-Creditor Relationship	133

Section 11.8	Right of Setoff	134

Section 11.9	Sharing of Payments, Etc	134

Section 11.10	Marshaling; Payments Set Aside; Protective Advances	134

Section 11.11	Notices	135

Section 11.12	Electronic Transmissions	136

Section 11.13	Governing Law	137

Section 11.14	Jurisdiction	137

Section 11.15	WAIVER OF JURY TRIAL	138

Section 11.16	Severability	138

Section 11.17	Execution in Counterparts	138

Section 11.18	Entire Agreement	139

Section 11.19	Usury	139

Section 11.20	Use of Name	139

Section 11.21	Non-Public Information; Confidentiality	139

Section 11.22	Patriot Act Notice	140

Section 11.23	Agent for Loan Parties	140

Section 11.24	Existing Agreements Superseded; Exhibits and Schedules	141

Section 11.25	Acknowledgement and Consent to Bail-In of EEA Financial Institution	141

Section 11.26	Segregated Liability	142

Annexes


Annex I-A	Borrowers
Annex I-B	Guarantors
Annex II	Organizational Chart

Exhibits


Exhibit A	Assignment Agreement
Exhibit B	Form of Note
Exhibit C	Notice of Borrowing

-v-

Exhibit D	Swingline Request
Exhibit E	L/C Request
Exhibit F	Payment Notification
Exhibit G	Compliance Certificate
Exhibit H	[Reserved]
Exhibit I	Borrowing Base Certificate
Exhibit J	Solvency Certificate
Exhibit K	[Reserved]
Exhibit L	Non-U.S. Lender Tax Statement
Exhibit M	Intercompany Promissory Note
Exhibit N	Tax Receivable Agreement

Schedules


Schedule I	Commitments
Schedule 1.1A	Approved Insurers
Schedule II	Skilled RE Borrowers
Schedule III	MidCap RE Borrowers
Schedule IV	Existing Letters of Credit
Schedule V	New Loan Parties
Schedule VI	Released Loan Parties
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(b)	Foreign Pension Plans
Schedule 4.16	Title; Real Property; Facility Type
Schedule 4.21	Insurance
Schedule 4.23	Security Documents
Schedule 7.9	Post-Closing Obligations
Schedule 7.10	Non-Borrower Subsidiaries
Schedule 7.11	Deposit Accounts
Schedule 7.12(a)	Facility Lockbox Accounts; Concentration Accounts

-vi-

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

-vii-

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT , dated as of March 6, 2018, 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 ”, as a Borrower and as agent for the Borrowers pursuant to Section 11.23), SKILLED HEALTHCARE, LLC, a Delaware limited liability company (“ Skilled Holdings ”), GENESIS HOLDINGS, LLC, a Delaware limited liability company (“ Genesis Holdings ”), GENESIS HEALTHCARE LLC 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 ”), the entities listed with their jurisdiction of organization on Annex I-B hereto and each Person becoming a party hereto as a “Guarantor” in accordance with Section 7.10 (collectively, “ Guarantors ”), certain financial institutions from time to time party hereto (as defined below, collectively, “ Lenders ”), L/C Issuers (as defined below) and MIDCAP FUNDING IV TRUST (“ MCF ”), 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 Parent, as “Borrowers” or “Guarantors”, and Administrative Agent (as defined in the Original Credit Agreement) are parties, among others, to that certain Third Amended and Restated Credit Agreement, dated as of February 2, 2015, as amended (as so amended and otherwise amended and restated, supplemented or modified prior to the date hereof, the “ Original Credit Agreement ”), pursuant to which Administrative Agent and Lenders (as defined in the Original Credit Agreement) agreed to make certain advances and other financial accommodations to Borrowers;

WHEREAS, pursuant to the Original Credit Agreement, the Lenders (as defined in the Original Credit Agreement) extended credit in the form of (i) Revolving Credit Commitments – Tranche A-1 (as defined in the Original Credit Agreement) and related Revolving Loans – Tranche A-1 (as defined in the Original Credit Agreement) at any time and from time to time prior to the Scheduled Revolving Credit Termination Date (as defined in the Original Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $480,000,000; (ii) Revolving Credit Commitments – Tranche A-2 (as defined in the Original Credit Agreement) and related Revolving Loans – Tranche A-2 (as defined in the Original Credit Agreement) at any time and from time to time prior to the Scheduled Revolving Credit Termination Date (as defined in the Original Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $0; and (iii) Revolving Credit Commitments – FILO Tranche (as defined in the Original Credit Agreement) and related Revolving Loans – FILO Tranche (as defined in the Original Credit Agreement) at any time and from time to time prior to the Scheduled Revolving Credit Termination Date (as defined in the Original Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $0;

WHEREAS, pursuant to the Original Credit Agreement, the Swingline Lender (as defined in the Original Credit Agreement) agreed to make Swingline Loans (as defined in the Original Credit Agreement), at any time and from time to time prior to the applicable Scheduled Revolving Credit Termination Date (as defined in the Original Credit Agreement), in an aggregate principal amount at any time outstanding not in excess of $30,000,000;

WHEREAS, the L/C Issuer (as defined in the Original Credit Agreement) agreed to issue Letters of Credit (as defined in the Original Credit Agreement), in an aggregate face amount at any time outstanding not in excess of $150,000,000, to support payment obligations incurred by Ultimate Parent and its Subsidiaries;

WHEREAS, the requisite parties to the Original Credit Agreement have agreed to amend and restate the Original Credit Agreement as provided for in this Agreement, effective upon the satisfaction

of the conditions precedent set forth in the Tenth Amendment (as defined below) and to release the Released Loan Parties from their obligations under this Agreement and the other Loan Documents and to re-designate certain Borrowers as Guarantors under this Agreement and the other Loan Documents; 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 Priority Collateral ” has the meaning specified in the Intercreditor Agreement.

“ Acceleration Event ” means the occurrence of an Event of Default (a) in respect of which all or any portion of the Obligations have been declared to be immediately due and payable pursuant to Section 9.2, (b) pursuant to Section 9.1(a), and in respect of which Administrative Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 9.2, and/or (c) pursuant to either Section 9.1(g) and/or Section 9.1(h).

“ 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 or other property for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or such property (determined as if references to the Ultimate Parent and its Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries or such property), all as determined on a consolidated basis for such Acquired Entity or Business or such property.

“ Acquired Entity or Business ” has the meaning specified in the definition of “Consolidated EBITDA”.

“ 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 Fourth Amended and Restated Credit Agreement, as 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 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 –Revolving Loan, the Applicable Margin –Delayed Draw Term Loan or the Applicable Margin – Closing Date Term Loan.

“ Applicable Margin – Closing Date Term Loan ” means, with respect to each Closing Date Term Loan, 6.00% per annum.

“ Applicable Margin –Revolving Loan ” means, with respect to each Revolving Loan, 6.00% per annum.

“ Applicable Margin – Delayed Draw Term Loan ” means, with respect to each Delayed Draw Term Loan, 11.00% per annum.

“ Approved Insurer ” means each Person identified on Schedule 1.1A and any Insurer or other Person (other than Medicaid, Medicare or TRICARE) customarily contracted with by companies in the same or similar business as the Borrowers.

“ 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 Consolidated balance sheet as of December 31, 2016.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ 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.

“ Base LIBOR Rate ” means, for each Interest Period, the London interbank offered rate administered by the ICE Benchmark Administration (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on the appropriate page of the Bloomberg screen, (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of such Interest Period or, if such day is not a Business Day on the preceding Business Day) in the amount of $1,000,000 are offered to major banks in the London interbank market on or about 11:00 a.m. (Eastern time) two (2) Business Days prior to the commencement of such Interest Period, for a term comparable to such Interest Period, which determination shall be conclusive in the absence of manifest error. For purposes of clarity, the Base LIBOR Rate shall be determined monthly, notwithstanding the fact the Interest Period may be longer than thirty (30) days.

“ Base Rate ” means the per annum rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower, choose an index or source reasonably comparable to the “prime rate” announced by Wells Fargo in consultation with Borrower to use as the basis for the Base Rate.

“ 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 ” 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 Revolving Credit Outstandings.

“ Borrowing Base ” means, as of any date of calculation, (a) eighty-five percent (85%) of the Eligible Accounts, as adjusted in accordance with this definition of the term “Borrowing Base” minus (b) the outstanding principal balance of the Closing Date Term Loan; 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 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 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 and reserves with respect to all recoupments and overpayments; provided , further , that the Borrowing Base shall not 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, nor shall any Account that is excluded from the Borrowing Base pursuant to Section 8.2 be included in the Borrowing Base. 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 immediately following notice of such change; provided , however, to the extent that the establishment of such reserve will result in a Revolving Loan Overadvance, Borrower shall have two (2) Business Days following notice of such change to repay the Revolving Loan Overadvance.

“ 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 determining the Base LIBOR Rate, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“ 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, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ ASU ”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the financial statements to be delivered pursuant to Section 6.1.

“ CapOne Letter of Credit Facility ” means that certain letter of credit facility entered into on or about the date hereof by Capital One, National Association (“ CapOne ”), as the issuing bank, and the Ultimate Parent and one or more additional Borrowers, as the applicants, whereby CapOne will issue letters of credit for the account of one or more Borrowers from time to time, as such letter of credit facility may be amended, restated, replaced, refinanced, extended, renewed or otherwise modified from time to time with one or more issuers in whole or in part. The Existing Letters of Credit shall be deemed to have been issued under the CapOne Letter of Credit Facility.

“ 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 Welltower Term Loan Documents, or any Material Master Leases shall have occurred.

“ Chattel Paper ” has the meaning specified in the Security Agreement.

“ Closing Date ” means March 6, 2018.

“ Closing Date Term Loan ” has the meaning specified in Section 2.1(b).

“ Closing Date Term Loan Commitment ” means, with respect to each Lender, the commitment of such Lender to make the Closing Date Term Loan, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Closing Date Term Loan Commitment”, as it may be amended to reflect Assignments.

“ Closing Date Term Loan Exit Fee ” has the meaning specified in Section 2.11(c)(i).

“ Closing Date Transactions ” means (i) the repayment in part of the aggregate principal amount of any Revolving Credit Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Tenth Amendment with proceeds of Closing Date Term Loans and the termination of the associated commitments to make extensions of credit under the Revolving Credit Facility (as defined in the Original Credit Agreement) in effect immediately prior to the effectiveness of the Tenth Amendment in an amount equal to $319,493,702.04; (ii) the repayment of the aggregate principal amount of any Revolving Credit Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Tenth Amendment (after giving effect to the prepayment described in clause (i)) and the termination of the associated commitments to make extensions of credit under the Revolving Credit Facility (as defined in the Original Credit Agreement) in effect immediately prior to the effectiveness of the Tenth Amendment with proceeds of Revolving Loans and the exchange of

that portion of Revolving Credit Commitments (as defined in the Original Credit Agreement) associated with such outstanding Revolving Loans for a like principal amount of Revolving Credit Commitments and (iii) as of the Closing Date, the reduction of the L/C Sublimit to $0 and the cash collateralization of the Existing Letters of Credit.

“ 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.

“ Commitment ” means, as of the date of any determination, with respect to each Lender, such Lender’s Revolving Credit Commitment, its Delayed Draw Term Loan Commitment and/or its Closing Date Term Loan Commitment.

“ 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.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit G .

“ 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 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 Original Closing Date, any restructuring charges and any other non-recurring loss not to exceed $20,000,000 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 the Welltower 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, issuance of Equity Interests or Equity Equivalents or entry into new (or amendments or modifications to) Material Master Leases, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed); provided that the costs, fees and expenses added pursuant to clause (vi) and this clause (vii), in the aggregate, shall not exceed 20% of Consolidated EBITDA in any period, plus (viii) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within 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 or the HUD Sub-Facility Entities, 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 shall not exceed 15% of Consolidated EBITDA in any period, otherwise, plus (ix) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions and the Welltower 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 or the HUD Sub-Facility Entities, 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 (ix) 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 and the Welltower Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions and the Welltower Transactions and (y) 15% of Consolidated EBITDA in any period, otherwise, 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 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, plus (xi) solely in connection with calculating the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Leverage Ratio and Consolidated Total Leverage Ratio for any periods, the Customer Charge, minus (xii) 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 Original 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, business or other property acquired by the Borrowers or the HUD Sub-Facility Entities 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 the HUD Sub-Facility Entities 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 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 the HUD Sub-Facility Entities 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 for any measurement period the Consolidated EBITDA 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. For purposes of determining the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Leverage Ratio and the Consolidated Total Leverage Ratio as of and for the periods ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2107, Consolidated EBITDA for the Fiscal Quarters ended on such dates shall be deemed to be equal to $50,800,000, $56,600,000, $30,500,000 and $23,700,000, respectively (as such amounts may be adjusted in accordance with the immediately preceding sentences).

“ Consolidated EBITDAR ” means, for any measurement period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for 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 (a) Consolidated EBITDA for the measurement period minus Maintenance Capital Expenditures for such period to (b) the Consolidated Fixed Charges for such period.

“ Consolidated Fixed Charges ” means, with respect to any Person, for any measurement period, the sum, determined on a Consolidated Basis without duplication, of (a) Consolidated Interest Expense 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 the payment of principal pursuant to Section 2.8(c) ), (c) 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 and (d) equity distributions and dividends made during such period (other than Tax Distributions made in accordance with Section 8.6(a)(x) ). For purposes of determining the Consolidated Fixed Charge Coverage Ratio as of and for the periods ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, Consolidated Fixed Charges for the Fiscal Quarters ended on such dates shall be deemed to be equal to $19,400,000, $22,200,000, $20,800,000 and $18,800,000, respectively.

“ 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 the HUD Sub-Facility Entities 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 and the HUD Sub-Facility Entities. 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 Senior Debt ” means, with respect to any Person, as at any date, the aggregate principal amount of Indebtedness of such Person arising under (a) this Agreement, (b) the HUD Sub-Facility Credit Agreement, (c) the MidCap RE Credit Agreement and (d) the HUD RE Loan Documents, less the sum of (aa) unrestricted cash and Cash Equivalents as shown on the balance sheet on a Consolidated Basis of the Loan Parties (it being understood that cash and Cash Equivalents on deposit in an account in which the Administrative Agent or, subject to the Intercreditor Agreement, the MidCap RE Agent, or, subject to any applicable intercreditor agreement, a lender party to the HUD RE Loan Documents has a perfected Lien constitutes unrestricted cash for purposes hereof, notwithstanding the fact that another creditor may have a subordinate Lien in any such account) and (bb) cash and Cash Equivalents pledged to cash collateralize letters of credit issued under the CapOne Letter of Credit Facility.

“ Consolidated Senior Leverage Ratio ” means, with respect to any Person, as of any date of determination, the ratio of Consolidated Senior Debt as of such date to Consolidated EBITDA of such Person for the four Fiscal Quarter period ending on such date calculated on a Pro Forma Basis.

“ 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, (d) unrestricted cash and Cash Equivalents as shown on the balance sheet on a Consolidated Basis of the Loan Parties (it being understood that cash and Cash Equivalents on deposit in an account in which the Administrative Agent, the Welltower Term Loan Agent or, subject to the Intercreditor Agreement, Skilled RE Lender or the MidCap RE Agent has a perfected Lien constitutes unrestricted cash for purposes hereof, notwithstanding the fact that another creditor may have a subordinate Lien in any such account) and (e) cash and Cash Equivalents pledged to cash collateralize letters of credit issued under the CapOne Letter of Credit Facility.

“ 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 of such Person for the four Fiscal Quarter period ending on such date calculated on a Pro Forma Basis.

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.

“ 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 5.7(a) .

“ Cure Amount ” has the meaning specified in Section 5.7(a) .

“ Cure Right ” has the meaning specified in Section 5.7(a) .

“ Customer Charge ” means, for any measurement period, without duplication, the amount of any cash or non-cash charge or write-down (net of any subsequent adjustment taken as income) recognized by the Borrowers and/or their respective Subsidiaries, in respect of receivables owing by Fortis Management Group, Consulate Healthcare LLC and any applicable Affiliate thereof to the Borrowers and/or their respective Subsidiaries.

“ 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 LLC Parent 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 LLC Parent 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 LLC Parent, to confirm in writing to the Administrative Agent and LLC Parent 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 LLC Parent), 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 LLC Parent and each Lender.

“ Deferred Note Interest ” has the meaning specified in Section 8.1(aa) .

“ Delayed Draw Term Lender ” means each means each Lender having a Delayed Draw Term Loan Commitment in excess of $0 (or, in the event the Delayed Draw Term Loan Facility shall have expired or been terminated at any time, each Lender at such time having Delayed Draw Term Loans in excess of $0).

“ Delayed Draw Term Loan ” shall have the meaning set forth in Section 2.1(b) hereof.

“ Delayed Draw Term Loan Availability ” means as of any date of determination, the lesser of (i) the aggregate Delayed Draw Term Loan Commitment of all Lenders and (ii) the Borrowing Base, in each case, less the Delayed Draw Term Loan Outstandings.

“ Delayed Draw Term Loan Commitment ” shall mean, as to each Delayed Draw Term Lender, its obligation to make a Delayed Draw Term Loan to Borrowers pursuant to Section 2.1(c) in an

aggregate Dollar amount not to exceed the amount set forth opposite beside such Lender’s name under the caption “ Delayed Draw Term Loan Commitment ”, as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement. The aggregate amount of the Delayed Draw Term Loan Commitments on the Closing Date is $30,000,000.

“ Delayed Draw Term Loan Facility ” means the Delayed Draw Term Loan Commitments and the provisions herein related to the Delayed Draw Term Loans.

“ Delayed Draw Term Loan Outstandings ” means, at any time, the aggregate principal amount of the Delayed Draw Term Loans.

“ 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 or property for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or property, all as determined on a consolidated basis for such Sold Entity or Business or property.

“ 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 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 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 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.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ 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. The net amount of Eligible Accounts at any time shall be (a) the face amount of such Eligible Accounts as originally billed minus (b) all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Administrative Agent’s option, be calculated on shortest terms), credits, allowances and excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(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 50% 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 Account Debtor and its Affiliates 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; provided, however, (A) to the extent that no more than 21 days have elapsed since the first calendar day in the month immediately following the month in which the Medical Services giving rise to such Account were performed and (B) such Account would otherwise constitute an Eligible Account but for the requirements of this clause (xvi), such Account shall not be deemed ineligible;

(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.

“ 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 ClearPar® 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.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” has the meaning specified in Section 9.1 .

“ 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 5.7(a) ); provided that the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to Section 8.4(k) and/or Section 8.9(b) .

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 Letters of Credit ” means the collective reference to the existing letters of credit identified on Schedule IV , including extensions and renewals thereof.

“ 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 each of (a) the Fee Letter, dated as of the Closing Date, by and among the Administrative Agent and Borrowers; and (b) 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 5.7(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.

“ 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.

“ 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.

“ Hazardous Material ” means (a) any petroleum or petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, mold, toxic mold, lead 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 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 RE Entities ” means each of the subsidiaries of Ultimate Parent from time to time party to the HUD RE Loan Documents.

“ HUD RE Loan Documents ” means one or more regulatory agreements and each note, mortgage and security agreement related thereto, by and among, in each case, the HUD RE Entities party thereto, and the HUD-approved lenders party thereto, as applicable.

“ HUD Sub-Facility ” has the meaning specified in Section 2.21 .

“ HUD Sub-Facility Credit Agreement ” means that certain Second Amended and Restated Credit Agreement, dated as of March 31, 2016, 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, MCF, as administrative agent, and the lenders party thereto, as the same may be amended, restated, replaced or otherwise modified from time to time.

“ HUD Sub-Facility Entities ” means each of the entities listed on Annex I-A and Annex I-B attached to the HUD Sub-Facility Credit Agreement and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

“ 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 Captives ” means Liberty Health Corporation, Ltd., a Bermuda company, Fountain View Reinsurance, Ltd., a Cayman Islands 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 (a) prior to the MidCap RE Closing Date, the Third Amended and Restated Intercreditor Agreement, dated as of December 22, 2016, by and among the Administrative Agent, the Welltower Term Loan Agent and Skilled RE Lender (in its capacity as a lender under each Skilled RE Credit Agreement) 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) and (b) from and after the MidCap RE Closing Date, the Fourth Amended and Restated Intercreditor Agreement, dated as of the MidCap RE Closing Date, by and among the Administrative Agent, the Welltower Term Loan Agent, Skilled RE Lender (in its capacity as a lender under each Skilled RE Credit Agreement) and MidCap RE Agent (in its capacity as administrative agent under each MidCap RE Credit Agreement) 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 any period commencing on the first day of a calendar month and ending three (3) months thereafter.

“ 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 any Person that, after the Closing Date, 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 LLC Parent on behalf of the Borrowers, in each case in its 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 $0 as of the Closing Date and thereafter, the aggregate amount agreed by any L/C Issuer and Administrative Agent from time to time in accordance with Section 2.4(a).

“ Lease Consent and Amendment Agreement ” means each of the Welltower Lease Amendment Agreement, Omega Lease Amendment Agreement and Sabra Lease 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 Lender, Swingline Lender, Delayed Draw Term 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 LLC Parent, 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.

acknowledged by certain Borrowers party thereto as tenants, as it may be amended, restated, replaced or otherwise modified from time to time.

“ LGO Landlords ” means LG-OHI Seaford and certain of its affiliates as the landlords under the LGO Lease.

“ LGO Lease ” means that certain Master Lease, dated as of November 1, 2016, among LG-OHI Seaford LLC and certain affiliates thereof, as landlords, and Genesis LGO Operations LLC as tenant, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of the LGO Intercreditor Agreement and this Agreement.

“ 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 Rate ” means, for each Loan, a per annum rate of interest equal to the greater of (a) (i) with respect to the Closing Date Term Loan and Revolving Loans, 0.50% and (ii) with respect to Delayed Draw Term Loans, 1.00% and (b) the rate determined by Administrative Agent (rounded upwards, if necessary, to the next 1/100%) by dividing (i) the Base LIBOR Rate for the Interest Period, by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum Reserve Requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor thereto) for “Eurocurrency Liabilities” (as defined therein).

“ 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) .

“ Liquidity ” means, with respect to any Person, the sum of (a) unrestricted cash and Cash Equivalents held in a deposit account that is subject to a Control Agreement in favor of the Administrative Agent, plus (b) Borrowing Availability, plus (c) Delayed Draw Term Loan Availability, plus (d) any other sources of liquid capital agreed in writing by the Required Lenders and Borrowers.

“ LLC Parent ” has the meaning specified in the recitals to this Agreement.

“ 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, each 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, including the New Loan Parties. 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.

“ Loans ” means the Term Loans and the Revolving Loans, or any combination of the foregoing, as the context may require.

“ Maintenance Capital Expenditures ” means, for each annual 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 Welltower Intercreditor Agreement, the Sabra Intercreditor Agreement and the Omega Intercreditor Agreement.

“ Master Leases ” means the collective reference to the Welltower 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 and this 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 Original Closing Date if such facility master lease

agreement, individually or in the aggregate when taken together with each other facility master lease from the same landlord or an Affiliate of the landlord, represents greater than 5% of the licensed beds of the Loan Parties, taken as a whole, in each case, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the applicable Material Master Lease Intercreditor Agreement and this Agreement.

“ 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 .

“ MCF ” has the meaning specified in the preamble to this Agreement.

“ 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.

“ MidCap RE Agent ” means MidCap Financial Trust and/or any of its Affiliates, in its capacity as administrative agent under each MidCap RE Credit Agreement together with its successors and assigns.

“ MidCap RE Borrowers ” means, collectively, the subsidiaries of Skilled Holdings set forth in Schedule III that will become borrowers under the MidCap RE Credit Agreement on the MidCap RE Closing Date.

“ MidCap RE Closing Date ” means the date after the Closing Date on which the MidCap RE Credit Facility closes.

“ MidCap RE Credit Agreement ” means, collectively, the MidCap RE Credit Agreement (A-1) and the MidCap RE Credit Agreement (A-2).

“ MidCap RE Credit Agreement (A-1) ” means the Credit and Security Agreement (A-1), dated as of the MidCap RE Closing Date between the MidCap RE Borrowers from time to time party thereto, MidCap RE Agent, 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 Intercreditor Agreement.

“ MidCap RE Credit Agreement (A-2) ” means the Credit and Security Agreement (A-2), dated as of the MidCap RE Closing Date between the MidCap RE Borrowers from time to time party thereto, MidCap RE Agent, 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 Intercreditor Agreement.

“ MidCap RE Credit Facility ” means, collectively, the term loan credit facilities incurred pursuant to the MidCap RE Loan Documents.

“ MidCap RE Loan Documents ” means, collectively, the Financing Documents (as defined in each MidCap RE Credit Agreement).

“ MidCap RE Priority Collateral ” means the MidCap RE Priority Collateral (as defined in the Intercreditor Agreement); provided that, until the Midcap RE Closing Date, the collateral of the MidCap RE Borrowers shall be Skilled RE Priority Collateral to the extent such MidCap RE Borrower is a Skilled RE Borrower on the Closing Date.

“ 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 V attached hereto, which are joining this Agreement and certain 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 Welltower 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 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, Delayed Draw Term Loan Commitment or Closing Date Term Loan Commitment, as applicable.

“ Notice of Borrowing ” has the meaning specified in Section 2.2(a) .

“ Notice of Intent to Cure ” has the meaning specified in Section 5.7(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 L/C Issuer, any other Indemnitee, any participant, any SPV or any Secured Hedging Counterparty, other than any Environmental Indemnity and Excluded Swap Obligations, 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 and 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 Intercreditor Agreement ” means that certain Amended and Restated Intercreditor Agreement, dated as of July 29, 2016, by and among the Administrative Agent (as successor-by-assignment to Healthcare Financial Solutions, LLC), the Welltower Term Loan Agent, and Omega Landlord, and acknowledged by certain Borrowers signatory thereto, as it may be amended, restated, replaced or otherwise modified from time to time.

“ Omega Landlord ” means, collectively, Delta Investors I, LLC, a Maryland limited liability company, Delta Investors II, LLC, a Maryland limited liability company, OHI Asset, LLC, a Delaware limited liability company, and certain of their affiliates, party thereto as “Lessors”.

“ Omega Lease ” means the Second Consolidated Amended and Restated Master Lease Agreement, dated January 30, 2015, by and among Omega Landlord and certain Borrowers party thereto as “Lessees”, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of the Omega Intercreditor Agreement and this Agreement.

“ Omega Lease Amendment Agreement ” means the Ninth Amendment to the Omega Lease, dated as of the Closing Date, by and among Omega Landlord and certain Borrowers party thereto as “Lessees”.

“ Original Closing Date ” means February 2, 2015.

“ 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).

“ Payment Notification ” means a written notification substantially in the form of Exhibit F hereto.

“ 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 Acquisition ” has the meaning specified in Section 8.4(g).

“ Permitted Asset Sales ” means the sale of real property securing any Real Property Financing Obligations and the related transfer of operations and/or management of such related Facilities by Borrowers; provided that if a Permitted Asset Sale involves real property securing the MidCap RE Credit Facility, such Transfer shall be permitted under the MidCap RE Credit Facility.

“ 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 Welltower 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.

“ 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 Permitted Refinancing of the Welltower Term Loan Facility, the Skilled RE Credit Facility, the MidCap 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.

“ Pro Forma Basis ” means, for any period, with respect to any proposed acquisition, investment, distribution, incurrence or prepayment of Indebtedness 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 or repaid during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred or repaid on the transaction date as if the Indebtedness had been incurred or repaid 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; (d) pro forma effect will be given to any amendment or other modification of any Material Master

Lease as if such amendment or other modification shall have occurred at the beginning of the relevant period; and (e) 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 Fixed Charges, 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 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 (i) with respect to the Closing Date Term Loan and any Lender’s right to receive payments of principal and interest with respect thereto, at any time, the percentage obtained by dividing (a) the principal amount of Closing Date Term Loans held by such Lender on such date by (b) the aggregate principal amount of Closing Date Term Loans on such date, (ii) with respect to a Lender’s obligation to make Delayed Draw Term Loans, such Lender’s right to receive payments of principal and interest with respect to Delayed Draw Term Loans, and such Delayed Draw Term Lender’s right to receive the unused line fee described in Section 2.11(a)(ii) , the percentage obtained by dividing (a) the sum of the Delayed Draw Term Loan Commitment (or, if such Delayed Draw Term Loan Commitments are terminated, the principal amount of Delayed Draw Term Loans held by such Delayed Draw Term Lender on such date) of such Lender then in effect by (b) the sum of the Delayed Draw Term Loan Commitments (or, if such Delayed Draw Term Loan Commitments are terminated, the principal amount of Delayed Draw Term Loans held by such Lender on such date) of all participating Lenders thereunder then in effect; provided , however , that, if there are no Delayed Draw Term Loan Commitments and no outstanding Delayed Draw Term Loans thereunder, 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 participating Lender pursuant to Section 2.18 ; (iii) with respect to a Lender’s obligation to make Revolving Loans, such Lender’s right to receive the unused line fee described in Section 2.11(a)(i) , and such Lender’s obligation to share in L/C Obligations and to receive the related fees, and to receive payments of principal and interest with respect to Revolving Loans, the percentage obtained by dividing (a) the sum of the Revolving Credit Commitment (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder) of such Lender then in effect by (b) the sum of the Revolving Credit Commitments (or, if the 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 and no and no Pro Rata Outstandings thereunder, 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 participating Lender pursuant to Section 2.18 and (iv) for all other purposes (including

without limitation the indemnification obligations arising under Section 11.4 ) with respect to any Lender, the percentage obtained by dividing (X) the sum of the Revolving Credit Commitment of such Lender (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder), plus such Lender’s unfunded Delayed Draw Term Loan Commitment (unless the Delayed Draw Term Loan Commitment shall have expired or been terminated), plus such Lender’s then outstanding principal amount of the Term Loans by (Y) the sum of the Revolving Loan Commitment (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder) of all Lenders, plus the aggregate unfunded Delayed Draw Term Loan Commitment (unless the Delayed Draw Term Loan Commitment shall have expired or been terminated) of all Lenders, plus the then outstanding principal amount of the Term Loans of all Lenders.

“ 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 Welltower Term Loan Agreement,

(iv) the Welltower Term Loan Documents,

(v) the Skilled RE Credit Agreement,

(vi) the Skilled RE Loan Documents,

(vii) the MidCap RE Credit Agreement,

(viii) the MidCap 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. Solely with respect to MCF, “ Related Person ” shall include servicers and investment managers.

“ 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 ” means certain affiliates of GHLLC listed on Schedule VI 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 sum of (i) 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), plus (ii) the sum of the unfunded Delayed Draw Term Loan Commitments (or, if such Delayed Draw Term Loan Commitments are terminated, the principal amount of Delayed Draw Term Loans held by such Delayed Draw Term Lender on such date) plus (iii) the aggregate outstanding principal balance of the Closing Date Term Loan, ignoring, throughout 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 Revolving 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 Revolving Lenders” shall include at least two unaffiliated Lenders. Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Revolving Lender”.

“ Requirement of Law ” means, with respect to any Person, the Constituent Documents of such Person, and any law, treaty, rule or regulation or determination, order or other similar action 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.

“ Revera Borrowers ” means, collectively, the subsidiaries of Ultimate Parent that are borrowers under the Revera Credit Agreement.

“ Revera Credit Agreement ” means the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Revera Borrowers, Revera 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.

“ Revera Credit Facility ” means the term loan credit facility incurred pursuant to the Revera Loan Documents.

“ Revera Lender ” means Welltower, in its capacity as lender under the Revera Credit Agreement together with its successors and assigns.

“ Revera Loan Documents ” has the meaning assigned to the term “Loan Documents” in the Revera Credit Agreement.

“ Revolver Exit Fee ” has the meaning specified in Section 2.11(c)(ii).

“ Revolving Credit Commitment ” means, with respect to each Revolving 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 ”, 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 Outstandings ” 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 and Swing Loans and (b) the L/C Obligations for all Letters of Credit.

“ Revolving Lender ” means each Lender that has a Revolving Credit Commitment in excess of $0, holds a Revolving Loan or participates in any Swing Loan or Letter of Credit.

“ Revolving Loan ” has the meaning specified in Section 2.1(a) .

“ Revolving Loan Overadvance ” has the meaning specified in Section 2.1(a) .

“ S&P ” means Standard & Poor’s Rating Services.

“ Sabra Intercreditor Agreement ” means the Amended and Restated Amendment to Lease and Intercreditor Agreement, dated as of July 29, 2016, by and among the Sabra Landlords party thereto, the Administrative Agent (as successor-by-assignment to Healthcare Financial Solutions, LLC) and the Welltower Term Loan Agent, and acknowledged by certain Borrowers party thereto as Tenants, as it may be amended, restated, replaced or otherwise modified from time to time.

“ Sabra Landlords ” means Sabra Health Care REIT, Inc. and certain of its affiliates as “Landlord” under the Sabra Leases.

“ Sabra Lease ” means, collectively, certain Leases, by and between one or more Sabra Landlords, as “Landlord”, and one or more Borrowers party thereto as “Tenants”, as they may each be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of the Sabra Intercreditor Agreement and this Agreement.

“ Sabra Lease Amendment Agreement ” means, collectively, certain amendments to the Sabra Leases, dated as of the Closing Date, by and among the Sabra Landlords and each Borrower party thereto as a “Tenant”.

“ 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.

“ Scheduled 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 Welltower 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 Welltower Term Loan Facility or any such Permitted Refinancing (as applicable) and (y) to the extent the maturity date of the Welltower Term Loan Facility or such Permitted Refinancing has been shortened due to a springing maturity prong based upon the Skilled RE Credit Agreement or the Revera Credit Agreement or any Permitted Refinancing thereof, the maturity date of the Welltower 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, Revera Credit Agreement or MidCap 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 February 2, 2015 and amended 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.

“ Settlement Agreement ” means that certain Settlement Agreement, dated June 9, 2017, entered into by and among, Ultimate Parent, the United States of America, and the relators party thereto.

“ Skilled Holdings ” has the meaning specified in the preamble 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, collectively, the Skilled RE Credit Agreement (A-2) and the Skilled RE Credit Agreement (Consolidated).

“ Skilled RE Credit Agreement (A-2) ” means the Amended and Restated Loan Agreement (A-2), dated as of December 22, 2016, between the Skilled RE Borrowers from time to time party thereto, 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 Intercreditor Agreement.

“ Skilled RE Credit Agreement (Consolidated) ” means the Consolidated, Amended and Restated Loan Agreement, dated as of December 22, 2016, between the Skilled RE Borrowers from time to time party thereto, the other Borrowers from time to time party thereto, 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 Intercreditor Agreement.

“ Skilled RE Credit Facility ” means, collectively, the term loan credit facilities incurred pursuant to the Skilled RE Loan Documents.

“ Skilled RE Lender ” means Welltower Inc., in its capacity as lender under each Skilled RE Credit Agreement together with its successors and assigns.

“ Skilled RE Loan Documents ” means, collectively, the Loan Documents (as defined in each Skilled RE Credit Agreement).

“ Skilled RE Priority Collateral ” means the HCN Priority Collateral (as defined in the Intercreditor Agreement).

“ Skilled Subsidiary ” means Skilled Holdings together with each of its direct or indirect Subsidiaries that is a Borrower.

“ Sold Entity or Business ” has the meaning specified in the definition of the term “Consolidated EBITDA”.

“ 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.

“ 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.

“ Swing Loan ” has the meaning specified in Section 2.3(a) .

“ Swingline Lender ” means, each in its capacity as Swingline Lender hereunder, MCF or, upon the resignation of MCF as Administrative Agent hereunder or the assignment by MCF of its role 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 Revolving Lenders) and Borrowers, to act as the Swingline Lender hereunder.

“ Swingline Request ” has the meaning specified in Section 2.3(b) .

“ 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, among 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.

“ Tenth Amendment ” means that certain Limited Waiver and Amendment No. 10 to Third Amended and Restated Credit Agreement, entered into as of the Closing Date, by and among Borrowers, Guarantors, the Lenders, and Administrative Agent.

“ Term Loans ” mean, collectively, the Closing Date Term Loan and Delayed Draw Term Loans.

“ Termination Date ” means the earliest of (a) Scheduled Termination Date, (b) the date of termination of the 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 .

“ Termination Fee ” means, as applicable:

(a) the fee payable upon prepayment of the Revolving Credit Facility pursuant to Sections 2.7, 2.8 and 9.2 in an amount equal to (i) if such prepayment is made prior to the first

anniversary of the Closing Date, 2.0% of the portion of the Revolving Credit Commitment terminated, (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.0% of the portion of the Revolving Credit Commitment terminated and (iii) on or after the second anniversary of the Closing Date, 0.5% of the Revolving Credit Commitment terminated; and

(a) the fee payable upon prepayment of the Closing Date Term Loan pursuant to Sections 2.7, 2.8 and 9.2 in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 2.0% of the Closing Date Term Loan prepaid, (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.0% of Closing Date Term Loan prepaid and (iii) on or after the second anniversary of the Closing Date, 0.5% of the Closing Date Term Loan prepaid;

provided , that following a refinancing of the Obligations in connection with which MCF serves as the administrative agent and a lender, MCF’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.

“ Transactions ” means, collectively, (a) Closing Date Transactions; (b) the execution of the Loan Documents and the incurrence of the obligations thereunder; (c) the amendment of the Material Master Leases and the related transactions intended to be consummated on or about the Closing Date and (d) the payment of all fees and expenses to be paid in connection with the foregoing.

“ 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).

“ 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).

“ 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.

“ Welltower ” means Welltower Inc., a Delaware corporation.

“ Welltower Intercreditor Agreement ” means the Amended and Restated Amendment to Lease and Intercreditor Agreement, dated as of July 29, 2016, by and among Welltower Landlord, Welltower, in its capacity as a landlord under the Welltower Lease, the Landlord Parties (as defined therein), the Administrative Agent (as successor-by-assignment to Healthcare Financial Solutions, LLC), and the Welltower Term Loan Agent, and acknowledged by GHLLC, Genesis Operations, LLC, LLC Parent, Ultimate Parent and certain of their direct and indirect subsidiaries, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Welltower Landlord ” means FC-Gen Real Estate, LLC, a Delaware limited liability company.

“ Welltower Lease ” means the Twentieth Amended and Restated Master Lease Agreement, dated as of January 31, 2017, by and among Welltower Landlord, as landlord, and Genesis Operations, LLC, as tenant, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of the Welltower Intercreditor Agreement and this Agreement.

“ Welltower Lease Amendment Agreement ” means the Third Amendment to the Welltower Lease, dated as of the Closing Date, by and among Welltower Landlord and Genesis Operations, LLC.

“ Welltower Term Loan Agent ” means Welltower Inc., as administrative agent and collateral agent under the Welltower Term Loan Documents.

“ Welltower Term Loan Agreement ” means the Amended and Restated Welltower Term Loan Agreement, dated as of the Closing Date, by and among the Parent Companies and certain direct and indirect subsidiaries thereof, as guarantors (collectively, the “ Welltower Term Loan Guarantors ”), LLC Parent, as borrower, the lenders from time to time party thereto and Welltower Term Loan Agent, 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.

“ Welltower 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 Welltower Term Loan Document.

“ Welltower Term Loan Documents ” means the “Loan Documents” as defined in the Welltower Term Loan Agreement.

“ Welltower Term Loan Facility ” means the term loan credit facility incurred pursuant to the Welltower Term Loan Documents.

“ Welltower Transactions ” means “Transactions” as defined in the Welltower Term Loan Agreement.

“ 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.

“ Write-Down and Conversion Powers ” means with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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 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 .

(a) Revolving Credit Commitments . On the terms and subject to the conditions contained in this Agreement, each Revolving Lender severally, but not jointly, agrees to make certain additional loans in Dollars to Borrowers on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $155,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment (each such loan a “ Revolving Loan ”) provided , however , that, at no time shall any Revolving Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the Revolving Credit Commitments of all Revolving Lenders then in effect 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 exceeds the lesser of (x) Borrowing Base and (y) the Revolving Credit Commitments of all Revolving Lenders then in effect (any such excess is herein referred to as a “ Revolving Loan Overadvance ”), Revolving Lenders shall not be obligated to make any Revolving Loan, no additional Letters of Credit shall be issued and the Revolving Loans must be repaid immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Revolving Loan 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 . Upon request of LLC Parent on behalf of Borrowers and upon satisfaction of the conditions precedent set forth in Section 3.2 , each Revolving Lender shall make Revolving Loans pursuant to the applicable provisions set forth in this Article 2 .

(b) Closing Date Term Loan . On the terms and subject to the conditions set forth herein, the Lenders severally, but not jointly, hereby agree to make to Borrowers a term loan in Dollars in an original principal amount equal to $325,000,000 (“ Closing Date Term Loan ”). Each Lender’s obligation to fund the Closing Date Term Loan shall be limited to such Lender’s Closing Date Term Loan Commitment, and no Lender shall have any obligation to fund any portion of any

Closing Date Term Loan required to be funded by any other Lender, but not so funded. No Borrower shall have any right to reborrow any portion of the Closing Date Term Loan that is repaid or prepaid from time to time. The Closing Date Term Loan shall be funded in one advance on the Closing Date. The Closing Date Term Commitments of each Lender shall be automatically and permanently reduced to $0 upon the funding of the Closing Date Term Loan on the Closing Date.

(c) Delayed Draw Term Loan . On the terms and subject to the conditions set forth herein, each Delayed Draw Term Lender severally, but not jointly, hereby agrees to make to Borrowers on or more additional term loans in Dollars in an aggregate principal amount at any time outstanding of $30,000,000 (each such loan, a “ Delayed Draw Term Loan ”); provided , however , that, at no time shall any Delayed Draw Term Lender be obligated to make a Delayed Draw Term Loan in excess of such Lender’s Pro Rata Share of the Delayed Draw Term Loan Availability at such time; provided , further , that on each date set forth below (each, a “ Delayed Draw Term Loan Reduction Date ”), the aggregate Delayed Draw Term Loan Commitments of the Delayed Term Lenders automatically shall be reduced by the principal amount opposite such date (each such reduction applied proportionately among the Delayed Draw Term Lenders to maintain the same percentage of the aggregate Delayed Draw Term Loan Commitments as held immediately prior to such reduction):

Reduction Date	Reduction Amount
March 31, 2020	$2,500,000
June 30, 2020	$2,500,000
September 30, 2020	$2,500,000
December 31, 2020	$2,500,000

Within the limits set forth in the first sentence of this clause (c), amounts of Delayed Draw Term Loans repaid may be reborrowed under this Section 2.1. Upon request of LLC Parent on behalf of Borrowers and upon satisfaction of the conditions precedent set forth in Section 3.2 , each Delayed Draw Term Lender shall make Delayed Draw Term Loans 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 LLC Parent on behalf of Borrowers to Administrative Agent not later than 3:00 p.m. on the date that is two (2) Business Day prior to the proposed Borrowing (provided that Borrowings made on the Closing Date may be made pursuant to a notice given on the Closing Date). 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 and shall designate whether Borrowers are requesting a Revolving Loan, a Closing Date Term Loan or a Delayed Draw Term Loan. Loans shall be made as LIBOR Rate Loans unless, consistent with Section 2.15 , Loans must be Base Rate Loans. Each Borrowing of a Revolving Loan shall be in an aggregate amount that is an integral multiple of $250,000. Each Borrowing of a Delayed Draw Term Loan shall be in an aggregate amount that is an integral multiple of $1,000,000. Each Notice of Borrowing for a Revolving Loan shall be accompanied by a Borrowing Base Certificate. Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees,

expenses and other charges payable by any Loan Party from time to time arising under this Agreement or any other Loan Document.

(b) Disbursements by Administrative Agent . Administrative Agent shall have the right, on behalf of Lenders to disburse funds to Borrowers for all Loans requested or deemed requested by Borrowers pursuant to the terms of this Agreement. Administrative Agent shall be conclusively entitled to assume, for purposes of the preceding sentence, that each Lender, other than any Defaulting Lenders, will fund its Pro Rata Share of all Loans requested by Borrowers. Each Lender shall reimburse Administrative Agent on demand, in accordance with the provisions of Section 10.12 , for all funds disbursed on its behalf by Administrative Agent pursuant to the first sentence of this clause (b) , or if Administrative Agent so requests, each Lender will remit to Administrative Agent its Pro Rata Share of any Loan before Administrative Agent disburses the same to a Borrower. If Administrative Agent elects to require that each Lender make funds available to Administrative Agent, prior to a disbursement by Administrative Agent to a Borrower, Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by such Borrower no later than noon (Eastern time) on the date of funding of such Loan, and each such Lender shall pay Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Agent Collection Account, or such other account as may be identified by Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share of any funds advanced by Agent pursuant to the first sentence of this clause (b) within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify Borrower Representative, and Borrowers shall immediately repay such amount to Administrative Agent. Any repayment required by Borrowers pursuant to this Section 2.2(b) shall be accompanied by accrued interest thereon from and including the date such amount is made available to a Borrower to but excluding the date of payment at the rate of interest then applicable to the tranche of Loan funded. Nothing in this Section 2.2(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

(i) On the Closing Date, Administrative Agent, on behalf of Lenders, may elect to advance to Borrowers the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to Borrowers in a timely manner on such date. If Administrative Agent elects to advance the initial Loans to Borrowers in such manner, Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Agent receives such Lender’s Pro Rata Share of such Loans before 3:00 p.m. (Eastern time) on the Closing Date.

(ii) It is understood that for purposes of advances to Borrowers made pursuant to this Section 2.2(b) , Administrative Agent will be using the funds of Administrative Agent, and pending settlement, (A) all funds transferred from the Agent Collection Account to the outstanding Loans shall be applied first to advances made by Agent to Borrowers pursuant to this Section 2.2(b) , and (B) all interest accruing on such advances shall be payable to Administrative Agent.

(iii) The provisions of this Section 2.2(b) shall be deemed to be binding upon Administrative Agent and Lenders notwithstanding the occurrence of any Default or Event

of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Loan Party.

(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 or Section 10.12 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 LIBOR 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 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 would exceed the Borrowing Availability and (y) in the period commencing on the first Business Day after it receives notice from Administrative Agent or the Required Lenders 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 must be repaid in full on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the 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, LLC Parent on behalf of Borrowers shall give to Administrative Agent a notice to be received not later than 11:00 a.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 Revolving 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 Lender) that each Revolving Lender pay to Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans. Each Revolving Lender 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 Lender shall be deemed to have made a Revolving Loan 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 Lender 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 Lender as a result of any such demand is not deemed a Revolving Loan, 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 Lender pursuant to this clause (c) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving Lender 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 Lender’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 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 LLC Parent 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 Closing Date through the earlier of the Termination Date and seven (7) days prior to the Scheduled 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 would exceed the Borrowing Availability, 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 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 LLC Parent 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 ”).

Notwithstanding anything to the contrary set forth herein, Borrowers agree and acknowledge that no part of the Revolving Credit Commitments will be available for the issuance of a Letter of Credit until such times as Administrative Agent notifies Borrowers that a Lender party to this Agreement is an L/C Issuer.

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 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).

reallocated to other Lenders, (y) the Revolving Credit Commitments of the other Revolving Lenders 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 Lenders 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 (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, 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.

(b) Notice of Issuance . LLC Parent 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 Lender), 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 Lender 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 Lender 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.

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 Lender) 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 and (ii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans.

(f) Reimbursement Obligations of the Revolving Lenders . Upon receipt of the notice described in clause (e) above from Administrative Agent, each Revolving Lender 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 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 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 Lenders 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 Lender, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving 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 Lender hereunder.

Section 2.5 Reduction and Termination of the Commitments . All outstanding Commitments shall terminate (i) on the Scheduled Termination Date or (ii) in connection with an optional repayment pursuant to Section 2.7 in the amount of such prepayment. The aggregate Delayed Draw Term Loan Commitment of all Delayed Draw Term Lenders shall reduce on each Delayed Draw Term Loan Reduction Date pursuant to Section 2.1(d) .

Section 2.6 Repayment of Loans . Borrowers promise to repay the entire unpaid principal amount of the Loans on or before the Scheduled Termination Date.

Section 2.7 Optional Prepayments; Optional Revolving Credit Commitment Reductions .

(a) 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 (i) prepay the outstanding principal amount of the Revolving Credit Facility and the other Obligations related thereto and terminate the Revolving Credit Commitments of the Revolving Lenders in whole or (ii) permanently reduce the Revolving Credit Commitment, in part, and prepay the outstanding principal amount of the Revolving Credit Facility and the other Obligations related thereto, subject in each case to the payment of the applicable Termination Fee and Exit Fee; provided that the Revolving Credit Commitment may not be terminated in whole without concurrently terminating the Delayed Draw Term Loan Commitment and prepaying the outstanding Closing Date Term Loan and Delayed Draw Term Loans, together with all other Obligations. For the avoidance of doubt, Borrowers shall have the right to prepay the outstanding principal amount of the Revolving Credit Facility (without any corresponding reduction of the Revolving Credit Commitments) in part at any time and from time to time without any Termination Fee or any other premium or penalty.

(b) Upon 5 Business Days irrevocable prior written notice to Administrative Agent in the form of an appropriately completed Payment Notification (provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the Closing Date Term Loan in whole, but not in part, together with the other Obligations related thereto, subject to the payment of the applicable Termination Fee and Exit Fee.

(c) Borrowers may prepay the outstanding principal amount of the Delayed Draw Term Loan and the other Obligations related thereto, in whole or in part, and terminate the Delayed Draw Term Loan Facility in its entirety, without premium or penalty; provided that 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 $1,000,000 or (ii) in full shall be in an amount equal to the entire remaining balance of the Obligations; and provided further that any such prepayment shall be accompanied by an appropriately completed Payment Notification.

Section 2.8 Mandatory Prepayments .

(a) GHLLC Transfers and Property Loss Events . Subject to clause (e) 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 . 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, Borrowers shall pay to Administrative Agent an amount equal to such excess, together with the other Obligations then due and payable directly related thereto.

(c) Delayed Draw Term Loan Repayment . On each Delayed Draw Term Loan Reduction Date, Borrowers shall pay to Administrative Agent an amount equal to the amount by which the aggregate principal amount of Delayed Draw Term Loans exceeds the reduced Delayed Draw Term Loan Commitments of the Delayed Draw Term Lenders, which amount Administrative Agent shall apply to the outstanding principal balance of Delayed Draw Term Loans.

(d) Revolving Loans Repayment . 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 payments or proceeds of any Accounts, Borrowers shall pay to Administrative Agent an amount equal to such payments or proceeds, as further described in Section 7.12 below, which amount Administrative Agent shall apply to the outstanding principal balance of Revolving Loans. No Termination Fee shall be due on account of any payments made pursuant to this clause (d).

(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 clauses (a) and (c) above shall be accompanied by an appropriately completed Payment Notification. 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 proceeds paid pursuant to clause (a) above, in a manner inconsistent with clause (a) above, LLC Parent 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 .

(a) Rate . Except as provided in Section 2.16(b) , Loans shall accrue interest at the LIBOR Rate plus the Applicable Margin. Anything to the contrary contained herein notwithstanding, however, neither Administrative Agent nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.

(b) Payments . From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid in arrears on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise. Interest on all other Obligations shall be payable upon demand. For purposes of calculating interest, all funds transferred to the Agent Collection Account for application to the Revolving Loans shall be subject to a one Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of Administrative Agent, and not for the benefit of the Lenders.

(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 Reserved .

Section 2.11 Fees .

(a) Unused Commitment Fee .

(i) Borrowers agree to pay to Administrative Agent, for the benefit of each Revolving Lender, a commitment fee on the actual daily amount by which the Revolving Credit Commitment exceeds the sum of the aggregate Revolving Credit Outstandings from the Closing Date through the Termination Date at a rate per annum equal to 0.50% in each case, payable in arrears (x) on the first day of each calendar month and (y) on the Termination Date. For purposes of this Section 2.11(a) , the Revolving Credit Commitment of any Defaulting Lender shall be deemed to be zero.

(ii) Borrowers agree to pay to Administrative Agent, for the benefit of each Delayed Draw Term Lender, a commitment fee on the actual daily amount by which the Delayed Draw Term Loan Commitment exceeds the sum of the aggregate principal balance of Delayed Draw Term Loans from the Closing Date through the Termination Date at a rate per annum equal to 2.00% in each case, payable in arrears (x) on the first day of each calendar month and (y) on the Termination Date. For purposes of this Section 2.11(a) , the Delayed Draw Term Loan 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 Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin – Revolving 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 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 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.

(i) Borrowers shall pay to Administrative Agent, for the benefit of all Lenders committed to make the Closing Date Term Loan, as compensation for the costs of making funds available to Borrowers under this Agreement an exit fee (the “ Closing Date Term Loan Exit Fee ”) calculated in accordance with this subsection and upon the date or dates required under this subsection. The Closing Date Term Loan Exit Fee shall be equal to $1,625,000. The Closing Date Term Loan Exit Fee shall be due and payable on the Scheduled Termination Date or, if earlier, the date on which the Closing Date Term Loan is paid in full (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Closing Date Term Loan, or otherwise).

(ii) Borrowers shall pay to Administrative Agent, for the benefit of all Revolving Lenders, as compensation for the costs of making funds available to Borrowers under this Agreement an exit fee (the “ Revolver Exit Fee ”) calculated in accordance with this subsection and upon the date or dates required under this subsection. The Revolver Exit Fee shall be equal to $1,000,000. The Revolver Exit Fee shall be due and payable on the Scheduled Termination Date or, if earlier, the date on which the Revolving Credit Commitment is terminated (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Closing Date Term Loan, or otherwise).

(iii) All fees payable pursuant to this paragraph shall be deemed fully accrued and earned as of the Closing Date.

(d) Additional Fees . Borrowers shall pay to Administrative Agent and its Related Persons 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 LLC Parent 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 Acceleration Event, 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 (i) Sections 2.1(a), 2.8(b) or 2.8(d) , which shall be applied to repay the outstanding principal balance of the Revolving Loans and (ii) Section 2.8(c), which shall be applied to repay the outstanding principal balance of the Delayed Draw Term Loans and other Obligations related thereto) shall be applied first , to repay the outstanding principal balance of the Loans (in such order as Administrative Agent may from time to time elect), 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.

(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, absent the occurrence and continuance of an Acceleration Event, Administrative Agent may apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. Also notwithstanding the provisions of clause (a) , during the occurrence and continuance of an Acceleration Event, Administrative Agent 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 Lenders (in their capacity as Lenders) and the L/C Issuers, third , to pay interest then due and payable in respect of the 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 Loans 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) and sixth , 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) General Provisions 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 each 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 . LLC Parent 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 to the Agent Collection Account (or at such other account or by such other means to such other address as Administrative Agent shall have notified LLC Parent for each Borrower in writing at least five (5) Business Days prior to such payment) in immediately available Dollars and without setoff or counterclaim. Payments received by Administrative Agent after 1:00 p.m. shall be deemed to be received on the next Business Day.

Agent 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 LLC Parent 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 the office of its servicer located at the 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, the Delayed Draw Term Loan Outstandings, the outstanding principal balance of the Closing Date Term Loan, 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, (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 and substantially in the form of Exhibit B . 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, but subject to the last sentence of Section 2. 9, 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 Base LIBOR Rate in accordance with the definition thereof or (B) Required Lenders, as the case may be, notify Administrative Agent that the LIBOR Rate Loans, 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 LLC Parent 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 LLC Parent that the Required Lenders, as the case may be, have determined that the circumstances causing such suspension no

longer exist. Notwithstanding the foregoing, if at any time Administrative Agent determines (which determination shall be conclusive absent manifest error) that the circumstances set forth above in subclause (A) of this clause (a) have arisen and such circumstances are unlikely to be temporary, then Administrative Agent, in consultation with LLC Parent, shall select a comparable successor rate determined in good faith.

(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 LLC Parent 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 LLC Parent 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) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a LIBOR Rate Loan and (B) each LIBOR Rate Loan of such Lender shall automatically and immediately be converted into a Base Rate Loan .

Section 2.16 Increased Costs; Capital Requirements ..

(a) Reserved .

(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 LLC Parent and the Administrative Agent (or, in the case of a participant, to LLC Parent 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 LLC Parent 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 LLC Parent 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.

(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 LLC Parent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by LLC Parent 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 LLC Parent 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 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 LLC Parent pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any LIBOR Rate Loan, (iii) makes a claim for payment pursuant to Section 2.17 (Taxes), (iv) becomes a Defaulting Lender or (v) does not consent to any request made by LLC Parent on behalf of Borrowers in good faith for an amendment, waiver or consent to any Loan Document for which the consent of Required Lenders or Required Revolving Lenders, as applicable, is obtained but that requires the consent of other Lenders in the particular tranche, Borrowers may substitute for such Affected Lender in the applicable 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, LLC Parent 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 LLC Parent 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) [reserved], (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 2.17 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.

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.

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;

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 LLC Parent 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 $120,000,000. Under no circumstances will the HUD Sub-Facility involve aggregate commitments greater than $120,000,000 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 Borrower becoming a HUD Sub-Facility Entity, the Revolving Credit Commitments 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 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 on the Original Closing Date . The obligation of each Lender to make any Loans on the Original Closing Date was subject to the satisfaction of the conditions precedent set forth in Section 3.1 of the Original Credit Agreement.

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, in the case of a Revolving Loan, a 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. In the case of a Delayed Draw Term Loan, the Notice of Borrowing shall demonstrate that, after giving effect to the requested Loan, the aggregate principal amount of Delayed Draw Term Loan Outstandings does not exceed the aggregate Delayed Draw Term Loan Commitments of all Delayed Draw Term Lenders.

(b) Representations and Warranties; No Defaults . (i) The representations and warranties set forth in any Loan Document shall be true and correct in all material respects (or, if such representation and warranty is already qualified by materiality, in all 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 and (ii) 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.

Section 3.3 Conditions to Effectiveness . The effectiveness of this Agreement is subject to the satisfaction of the conditions precedent set forth in the Tenth Amendment.

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 that bills a federal or state health care program 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, to the Borrowers’ knowledge, any 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 applicable 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.

(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, any Borrower’s or, to the Borrowers’ knowledge, 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, to the Borrowers’ knowledge, 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% of 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.

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 September 30, 2017, 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.

Section 4.4 [Reserved] .

Section 4.5 Material Adverse Effect . Since December 31, 2016, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect, except as disclosed on any 10-K or 10-Q filed by Ultimate Parent or any 8-K filed by Ultimate Parent (in each case, prior to February 2, 2018) or as otherwise disclosed in writing to Administrative Agent prior to the Closing Date (and, with respect to such other disclosures, Administrative Agent has agreed to except such disclosure from this representation prior to the Closing Date).

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 to occur on the Closing Date, 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.

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.

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) 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, a complete and accurate list of (i) all 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.

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 the real property set forth on Schedule 4.16 and such 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 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 of the Loans (i) in the case of Revolving Loans, to effect the Closing Date Transactions, to pay certain fees and expenses related thereto and for working capital and general corporate purposes; (ii) in the case of Closing Date Term Loans, to effect the Closing Date Transactions; and (iii) in the case of Delayed Draw Term Loans, 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 ).

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, 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 Reserved .

Section 5.2 Minimum Consolidated Fixed Charge Coverage Ratio . 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 of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries but including HUD Sub-Facility Entities) on a Consolidated Basis as of the last day of each Fiscal Quarter, for the immediately preceding twelve (12) month period ending on such day, to be less than 1.10 to 1.00.

Section 5.3 Reserved .

Section 5.4 Maximum Leverage Ratio . Permit the Consolidated Senior Leverage Ratio of Ultimate Parent its Subsidiaries (other than Non-Borrower Subsidiaries but including HUD Sub-Facility Entities) on a Consolidated Basis, as of the last day of each Fiscal Quarter, to be greater than 5.00 to 1.00.

Section 5.5 Reserved .

Section 5.6 Minimum Liquidity . Permit the Liquidity of Ultimate Parent its Subsidiaries (other than Non-Borrower Subsidiaries but including HUD Sub-Facility Entities) on a Consolidated Basis, as of the last day of each calendar month to be less than $75,000,000.

Section 5.7 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 5.2, 5.4 or 5.6 (each, a “ Financial Cure Covenant ”) as at the last day of any Fiscal Quarter or calendar month, as applicable, (a Fiscal Quarter or calendar month, as applicable, 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 or calendar month, as applicable, 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 pursuant to which Borrowers failed (or would have failed) to comply with any Financial Cure Covenant) after the beginning of such Fiscal Quarter or calendar month, as applicable, and prior to the end of the Curable Period in the calculation of Consolidated EBITDA with respect to Sections 5.2, 5.4 or 5.6 (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, 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 or calendar month, as applicable, and, with respect to Sections 5.2 or 5.4 only, 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 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.

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. Upon the Administrative Agent’s receipt of an irrevocable notice from LLC Parent that Loan Parties intend to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter or calendar month, as applicable, (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 and/or Delayed Draw Term Loan Commitments (except to the extent that, during such period, the Scheduled Termination Date shall occur, in which case the applicable 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 5.2 , 5.4 or 5.6 , as applicable, in respect of the period ending on the last day of such Fiscal Quarter or calendar month, as applicable.

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 fiscal 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 (i) within 45 days after the end of the first three (3) Fiscal Quarter of each Fiscal Year, 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), (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 fiscal quarter and prepared on a Consolidated Basis, and a report of aged accounts receivable) and (iii) within 45 days after the end of each Fiscal Quarter of each Fiscal Year, a reasonably detailed Consolidated projection of cash, Cash Equivalents and Liquidity of Ultimate Parent for the following Fiscal Quarter in a form reasonably acceptable to the Administrative Agent.

(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 fiscal 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 (and shall include a schedule in reasonably detail showing all pro forma adjustments made to the calculation of Consolidated EBITDA), which calculations shall be based upon non-GAAP pro forma financial statements reasonably acceptable to the Administrative Agent together with a report reconciling such non-GAAP pro forma financial statements with the GAAP financial statements delivered pursuant to clause (b) or (c) above, as applicable, (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.

and an operating statement, each as of the last day of such fiscal month and prepared on a Consolidated Basis and consolidating basis (as applicable), and a report of aged accounts receivable), (ii) with respect to each Borrowing Base Certificate, a monthly 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 and (iii) 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) Settlement Agreement . As soon as available, and in any event within 14 days after the date each quarterly payment is due under the Settlement Agreement, LLC Parent will provide evidence to Administrative Agent that such payment was made.

(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 in a form reasonably acceptable to the Administrative Agent for the following Fiscal Year on a quarterly basis and for each of the subsequent two Fiscal Years, on an annual basis, including a projected Consolidated balance sheet of the Loan Parties as of the end of the Fiscal Quarter or the Fiscal Year, as applicable, 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 . LLC Parent 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, any Material Master Lease or the Settlement Agreement 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 Welltower Term Loan Agreement, the Revera Credit Agreement, the Skilled RE Credit Agreement or the MidCap 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 material development in any 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 . LLC Parent 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, (b) each material notice (including notices of default or event of default) transmitted or received pursuant to, or in connection with, each Related Document, (c) each executed settlement agreement or similar agreement in respect of any 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, and any other information or documents as may be requested from time to time by the Agent in connection with the foregoing and (d) any Notice of Default (as defined in the Settlement Agreement) or other material notice delivered to Ultimate Parent or any other Borrower under the Settlement Agreement.

Section 6.4 Taxes . LLC Parent 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 . LLC Parent 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 . LLC Parent 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) LLC Parent 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 or any Environmental Claim, 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, LLC Parent 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 . LLC Parent 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, 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 Captives, 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 Captives and (ii) cause the Insurance Captives 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 Captives 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 LLC Parent (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 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 HUD RE Loan Documents during all times in which the HUD Sub-Facility Credit Agreement or the HUD RE Loan 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 Welltower 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) the Skilled RE Priority

Collateral and the MidCap 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) , (p) or (x) ; 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, Facility Lockbox Accounts, Concentration Accounts and Government Receivables Deposit Account, 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 Material Master Leases, the Welltower Term Loan Documents, the Skilled RE Loan Documents or the MidCap RE Loan Documents; provided security interests granted in connection with the Material Master Leases, the Welltower Term Loan Documents, the Skilled RE Loan Documents and the MidCap 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 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) Unless otherwise directed or consented to by Administrative Agent, 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 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 (other than Government Deposit Accounts), 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 7.12(a) .

(B) those certain Controlled Deposit Accounts (the “ Concentration Accounts ”, and the banks at which the Concentration Accounts are maintained, the “ Concentration Account Collecting Banks ”) 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 that are to prepay the Loans pursuant to Section 2.8 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 7.12(a) .

(C) that certain Controlled Deposit Account (the “ Disbursement Operating Account ,” and the bank at which the Disbursement Operating Account is maintained, the “ Disbursement Operating Account Collecting Bank ”) into which Loan proceeds may be deposited. 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 the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect) and in which only the proceeds of Welltower Term Loan Collateral may be deposited and/or held (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, excluding the Unrestricted Account described in Section 8.2(bb) , shall not collectively have an aggregate credit balance greater than $20,000,000, 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. Loan Parties shall ensure that (x) no Welltower Term Loan Priority Collateral will be deposited or held in any account other than an Unrestricted Account and (y) no ABL Priority Collateral will be deposited or held in an Unrestricted Account; provided that if funds are deposited in contravention of clauses (x) or (y), such funds shall be forwarded as soon as practicable, but in any event within 2 Business Days to an account that ensures such Collateral shall not be comingled. 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.

(E) a subaccount of the Concentration Account for each Subsidiary of GHLLC that does not become a Borrower pursuant to Section 7.10 .

(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) 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 and (2) with each Concentration Account Collecting Bank, with respect to each Concentration Account, provided that no Borrower shall have access to the funds in such Facility Lockbox Account or Concentration Account and all funds shall be transferred on a daily basis from such Facility Lockbox Account to a Concentration Account for further transfer to the Agent Collection Account (as defined below). No Control Agreement may be modified without Administrative Agent’s prior written consent.

(B) A Control Agreement 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 Disbursement Operating Account, provided that, immediately upon the occurrence and during the continuance of any Sweep Event, at the option of Administrative Agent, no Borrower shall have access to the funds in such 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.

(C) 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 daily transfer by electronic funds of funds on deposit therein to the Concentration Accounts. No Facility Lockbox Agreement may be modified without Administrative Agent’s prior written consent.

Without limiting the foregoing in any way, until such time as the Control Agreements and Facility Lockbox Agreements are in place consistent with the terms of this Section 7.12 , Borrowers shall manually transfer funds on deposit in the Facility Lockbox Accounts and Concentration Accounts to the Agent Collection Account on a daily basis.

(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, all funds on deposit in the Concentration Accounts shall be sent by electronic transfer on a daily basis; provided that funds on deposit in the Concentration Accounts may consolidate into a single Concentration Account before transferring to the Agent Collection Account. 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:	Wells Fargo Bank, N.A. (McLean, VA)
ABA No.:	121-000-248
Account No.:	2000036282803
Account Name:	MidCap Funding IV Trust - Collections
Reference:	Genesis Healthcare LLC – NonHUD ABL

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 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 of not less than $10,000,000, (iv) with respect to any UPL Program implemented after the Closing Date, if the Accounts of the UPL Hospital participating in such UPL Program will be included in the Borrowing Base, such UPL Hospital shall have granted to Administrative Agent, for its benefit and the benefit of the Secured Parties, a lien on substantially all of its assets pursuant to a security agreement in form and substance reasonably acceptable to Administrative Agent, 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).

(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 Welltower Term Loan 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 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;

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 not exceed a ratio that is (aa) 8.75 to 1.00, if such Indebtedness is incurred between January 1, 2018 and December 31, 2018, (bb) 8.50 to 1.00, if such Indebtedness is incurred between January 1, 2019 and December 31, 2019, and (cc) 8.25 to 1.00, if such Indebtedness is incurred on or after January 1, 2020 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) above;

(h) unsecured Indebtedness of the Loan Parties, so long as at the time of the incurrence thereof and after giving effect thereto, the Loan Parties’ Consolidated Total Leverage Ratio shall not exceed a ratio that is (aa) 8.50 to 1.00, if such Indebtedness is incurred between January 1, 2018 and December 31, 2018, (bb) 8.25 to 1.00, if such Indebtedness is incurred between January 1, 2019 and December 31, 2019, and (cc) 8.00 to 1.00, if such Indebtedness is incurred on or after January 1, 2020, 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 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 Welltower Term Loan Documents in an aggregate principal amount not exceeding $160,000,000 plus the amount of accrued payment-in-kind interest through the Closing Date (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement);

(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 $120,000,000; 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;

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(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 the CapOne Letter of Credit Facility and secured solely by the Liens permitted by Section 8.2(bb) and other 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) 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 (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement, if the Liens securing such Indebtedness are covered thereby);

(y) [reserved];

(z) Indebtedness of the HUD RE Entities in respect of the HUD RE Entities’ obligations under the HUD RE Loan Documents (and any Permitted Refinancing thereof) (for the avoidance of doubt, such HUD RE Entities are not Loan Parties and such HUD RE Entities’ obligations under the HUD RE Loan Documents is non-recourse to the Loan Parties); and

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(aa) unsecured Indebtedness in an aggregate principal amount not to exceed $125,000,000 at any time outstanding; provided, that (i) both immediately prior and after giving effect to each incurrence of such Indebtedness, no Event of Default shall exist or result therefrom and (ii) such Indebtedness does not mature or have scheduled amortization or any payments of principal and is not subject to mandatory redemption or prepayment in cash (except customary asset sale or change of control provisions, in each case prior to the date that is 91 days after the Scheduled Termination Date at the time such Indebtedness is incurred.

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;

(b) Any Lien created under the (i) Loan Documents and (ii) Welltower 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

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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 ;

(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

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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, (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof, so long as any such Lien in ABL Priority Collateral shall be junior to the Lien of the Administrative Agent and subject to an intercreditor agreement acceptable to the Administrative Agent, in its sole discretion and (z) any Lien created under the MidCap RE Loan Documents in the MidCap RE Priority Collateral and junior Liens under the MidCap RE Loan Documents in certain ABL Priority Collateral subject to the Intercreditor Agreement and any Permitted Refinancing thereof permitted pursuant to the Intercreditor Agreement;

(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 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

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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) [reserved];

(y) Liens granted in connection with the pledge or transfer of the Equity Interests or Equity Equivalents of a joint venture permitted hereunder;

(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);

(aa) Liens granted to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms of the Material Master Lease Intercreditor Agreements and (ii) other Facility leases (other than Material Master Leases) in the ordinary course of business (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); and

(bb) Liens solely on cash pledged to secure Borrowers’ obligations with respect to the CapOne Letter of Credit Facility, and the Unrestricted Account in which such cash is held; provided that the cash held in such Unrestricted Account shall not at any time exceed 105% of the aggregate face amount of all letters of credit issued from time to time under the CapOne Letter of Credit Facility.

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

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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(c) of the Welltower Term Loan Agreement and to the extent that the obligations under the Welltower 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 writedowns 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;

(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

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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 a ratio that is (aa) 8.75 to 1.00, if such Indebtedness is incurred between January 1, 2018 and December 31, 2018, (bb) 8.50 to 1.00, if such Indebtedness is incurred between January 1, 2019 and December 31, 2019, and (cc) 8.25 to 1.00, if such Indebtedness is incurred on or after January 1, 2020, 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 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 giving Pro Forma Effect to the joinder of the Acquired Entity and the funding of any Loans on the closing date of the acquisition demonstrating that (i) the aggregate principal amount of Revolving Credit Outstandings does not exceed the lesser of the aggregate Revolving Credit Commitments and the Borrowing Base (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 hereunder;

(k) other Investments in an aggregate amount at any time outstanding not exceeding (x) $40,000,000, 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 5.7(a) );

(l) [reserved];

(m) Investments made directly to the Insurance Captives in the amounts required by the actuarial analysis or statutory requirement, copies of which are provided to the Administrative Agent pursuant to Section 7.5 ;

(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;

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(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; and

(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 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:

(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:

(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 in the case of such merger, amalgamation, liquidation or consolidation, the Borrowers shall be the continuing or surviving entity), (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, amalgamation, 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

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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

(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) a Borrower that is a HUD Sub-Facility Entity or (B) a newly formed Subsidiary that, upon the consummation of such Asset Sale, will become a HUD RE Entity, in each case, to the extent necessary to comply with requirements of Law related to HUD;

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(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 (iv) 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 5.7 ), 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 5.7 , (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) 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) ; or

(v) except for the Permitted Asset Sales; provided that, in the case of each such Transfer:

(A) unless the Permitted Asset Sale involves a Transfer of real property securing the MidCap RE Credit Facility that is permitted thereunder, (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 5.7 ), or (2) if such Permitted 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 5.7 , (y) a breach of Section 7.11 (Deposit Accounts; Securities Accounts and Cash Collateral) and/or Section 7.12

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(Cash Management; Agent Collection Account), and/or (z) 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;

(B) Borrowers shall have (1) at least ten (10) Business Days prior to the consummation of such Permitted Asset Sale (or such shorter time as Administrative Agent may agree), delivered an updated Borrowing Base Certificate giving Pro Forma effect to such Asset Sale and the removal of all Accounts generated from services provided or goods sold at the Facility(ies) subject to such Asset Sale and (2) made any mandatory prepayment required pursuant to Section 2.8(b) after delivering such updated Borrowing Base Certificate giving Pro Forma effect to such Permitted Asset Sale;

(C) to the extent that such Asset Sale includes ABL Priority Collateral, 100% of the Net Cash Proceeds of such Transfer of such ABL Priority Collateral must be used to repay the Loans pursuant to Section 2.8(a) ; and

(D) from and after the consummation of such Asset Sale, no Accounts generated from services provided or goods sold at the Facility(ies) subject to such Asset Sale shall be included in any Borrowing Base calculation.

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; provided that any Restricted Payment made under this clause (ii) shall be non-cash;

(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 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;

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(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) [reserved];

(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 ”); provided that no such payments or distributions in cash may be made (A) in the case of an Event of Default having occurred and being continuing under Section 9.1(a) or (B) in the case of an Event of Default having occurred and being continuing under Section 9.1(d) with respect to the covenants contained in Article 5 for two consecutive Fiscal Quarters.

(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 Welltower Term Loan Facility, the Skilled RE Loan Documents, the MidCap 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 Material 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

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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 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

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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.

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 Welltower Term Loan Facility, the Skilled RE Credit Facility and the MidCap RE Credit Facility (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 Debt 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

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any Excluded Issuance made in connection with an exercise of the Loan Parties’ Cure Right under Section 5.7 ), (iii) the conversion or exchange of Indebtedness into Qualified Capital Stock of any Parent Company and (iv) pursuant to the terms of Indebtedness convertible or exchangeable into, or by reference to, Equity Interests of Ultimate Parent (provided that the only cash payments permitted to be made in connection therewith shall be on account of fractional shares remaining after any such conversion or exchange).

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 5.7 (Equity Cure), Article 5 (Financial Covenants); or

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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 same shall become due and payable, (ii) an “Event of Default” (as such term is defined in the Welltower Term Loan Agreement) has occurred under the Welltower Term Loan Agreement, (iii) an “Event of Default” (as such term is defined in the applicable Skilled RE Credit Agreement) has occurred under the Skilled RE Credit Agreement, (iv) an “Event of Default” (as such term is defined in the MidCap RE Credit Agreement) has occurred under the MidCap RE Credit Agreement or (v) 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 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 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 $30,000,000 (net of any amounts covered by applicable insurance or self-insurance); or

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(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 $30,000,000; 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

(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, 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; 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.

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

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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 Commitments terminated, whereupon the 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 any L/C Issuer may have hereunder to Issue any Letter of Credit, 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 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 Termination Date (or in anticipation of the imminent Termination Date), (ii) after the 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 to exceed the Borrowing Availability, 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 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 MCF (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

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are reasonably incidental thereto. Administrative Agent may perform any of its duties hereunder, or under the Financing Documents, by or through its Related Persons.

(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 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 or Required Revolving 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 Required Revolving Lenders (or, where so required, such greater proportion) and (iii) the exercise by Administrative Agent or the Required Lenders or Required Revolving Lenders (or,

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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 Required Revolving Lenders (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, neither Administrative Agent nor its Related Persons:

(i) shall be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or Required Revolving

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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 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 any 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 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”, or “Required Revolving Lenders” 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 or Required Revolving Lenders, 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 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

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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 Welltower Term Loan Agreement and the Welltower Term Loan Documents, the Skilled RE Credit Agreement and the Skilled RE Loan Documents, the MidCap RE Credit Agreement and the MidCap 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; Assignment by 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

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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) Administrative Agent additionally may at any time assign its rights, powers, privileges and duties hereunder to any Person to whom Administrative Agent, in its capacity as a Lender, has pledged its Loans and Commitments hereunder, without the consent of the Lenders or Borrowers; provided that any such assignment shall be made in conjunction with the assignment of Administrative Agent’s Loans and Commitments in accordance with Section 11.2 . Following any such assignment, Administrative Agent shall give notice to the Lenders and Borrowers. An assignment by Administrative Agent pursuant to this clause (b) shall not be deemed a resignation by Administrative Agent for purposes of clause (a) above.

(c) With effect from the Resignation Effective Date or the date of an assignment pursuant to clause (b) above, (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).

(d) 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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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, all L/C Reimbursement 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 HUD Sub-Facility Entity or a HUD RE Entity, to the extent necessary to comply with requirements of Law related to HUD, the security interest in any Collateral owned by such Guarantor (and any pledge of Equity Interests of such Guarantor) shall be automatically released (and its Guarantee Obligations shall be terminated). 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 or Required Revolving Lenders (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.

Section 10.12 Payments and Settlements; Return of Payments .

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(a) Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments . On a Business Day of each week as selected from time to time by Administrative Agent, or more frequently (including daily), if Administrative Agent so elects (each such day being a “ Settlement Date ”), Administrative Agent will advise each Revolving Lender and Delayed Draw Term Lender by telephone, facsimile or e-mail of the amount of each such Lender’s percentage interest of the Revolving Loan balance and Delayed Draw Term Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual percentage interest of the Revolving Loans and Delayed Draw Term Loan balance to such Lender’s required percentage interest of the Revolving Loan balance and Delayed Draw Term Loan balance as of any Settlement Date, the Lender from which such payment is due shall pay Administrative Agent, without setoff or discount, to the Agent Collection Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the rate of interest then applicable to Revolving Loans.

(i) On each Settlement Date, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving Lender’s percentage interest of principal, interest and fees paid for the benefit of Revolving Lenders with respect to each applicable Revolving Loan, to the extent of such Revolving Lender’s Pro Rata Outstandings with respect thereto, and shall make payment to such Revolving Lender before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Revolving Lender to Agent, as the same may be modified from time to time by written notice to Agent; provided, however, that, in the case such Revolving Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any Borrower.

(ii) The provisions of this Section 10.12(a) shall be deemed to be binding upon Administrative Agent and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Loan Party.

(b) Delayed Draw Term Loan Advances; Payments and Settlements of Term Loans and Interest and Fees Thereon .

(i) On each Settlement Date, Administrative Agent will advise each Delayed Draw Term Lender by telephone, facsimile or e-mail of the amount of each such Lender’s percentage interest of the Delayed Draw Term Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual percentage interest of the Delayed Draw Term Loan balance to such Lender’s required percentage interest of the Delayed Draw Term Loan balance as of any Settlement Date, the Lender from which such payment is due shall pay Administrative Agent, without setoff or discount, to the Agent Collection Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest

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shall accrue on the unsettled amount at the rate of interest then applicable to Revolving Loans.

(ii) Payments of principal, interest and fees in respect of the Term Loans will be settled on the date of receipt if received by Administrative Agent on the last Business Day of a month or on the Business Day immediately following the date of receipt if received on any day other than the last Business Day of a month.

(c) Return of Payments . If Administrative Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Administrative Agent from a Borrower and such related payment is not received by Administrative Agent, then Administrative Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate.

(i) If Administrative Agent determines at any time that any amount received by Administrative Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, Administrative Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on demand any portion of such amount that Administrative Agent has distributed to such Lender, together with interest at such rate, if any, as Administrative Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

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 or Section IV of the Tenth Amendment, except any condition referring to any other provision of any Loan Document;

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(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 Lender, 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 ;

(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”, (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 Revolving Lender” shall require the consent of the Revolving 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), 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

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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.

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 Commitments 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), (iii) any Person to whom such Lender has pledged its Loans and Commitments hereunder in connection with the exercise of remedies by such Person or (iv) 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, Term Loans and Delayed Draw Term Loan Facility and (y) the aggregate amount of any assignment 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, Delayed Draw Term Loan Facility and outstanding Loans or is made with the prior consent of Borrowers and Administrative Agent.

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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.

(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 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)).

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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.

(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 MCF.

MCF may commence such efforts at any time or from time to time. To the extent a Secondary Market Transaction is pursued by MCF, Permitted Investors and Borrowers agree to actively assist and cooperate with MCF 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 MCF 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 MCF.

In furtherance of such efforts of MCF, 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.

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(g) Assignments to Federal Reserve Banks and Financing Sources . 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. Any Lender further may (notice or consent of the Administrative Agent, the Borrowers or any other Person and without payment of any fee) assign and pledge the Loans as collateral security for loans to a Lender.

(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.

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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 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 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. If Administrative Agent uses in-house counsel for any work described in this Section 11.3 , Borrowers agree to pay reasonable charges for such work at a rate not to exceed $450.00 per hour; provided that, except during the existence of an Event of Default relating to nonpayment of the Loans and other obligations, bankruptcy (voluntary or involuntary) or failure to satisfy financial covenants, Borrowers shall not be liable for in-house legal fees for the same matters on which outside legal counsel has been engaged.

Section 11.4 Indemnities .

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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 (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.

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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 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 (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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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 Loans to Borrowers on behalf of the 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 Revolving 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 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

Tel:  (610) 444-6350
Fax:  (484) 733-5449
E-mail:  michael.sherman@genesishcc.com

if to the

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Administrative Agent: c/o MidCap Financial Services, LLC, as servicer
7255 Woodmont Ave
Suite 200
Bethesda, MD  20814
Attention:  Account Manager for Genesis ABL
Fax:  (301) 941-1450
E-mail: notices@midcapfinancial.com

with a copy to: c/o MidCap Financial Services, LLC, as servicer
7255 Woodmont Ave
Suite 200
Bethesda, MD  20814
Attention:  General Counsel
Fax:  (301) 941-1450
E-mail: legalnotices@midcapfinancial.com

with a copy to: Vedder Price P.C.
222 N. LaSalle Street
Suite 2600
Chicago, IL 60601
Attention:  Kathryn L. Stevens
E-mail:  kstevens@vedderprice.com
Tel:  (312) 609-7803
Fax:  (312) 609-5005

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 LLC Parent 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

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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 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 .

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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.

(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.

(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.

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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).

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).

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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 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 , (viii) to a Person that is a trustee, investment advisor or investment manager, collateral manager, servicer, financing sources of Administrative Agent or any Lender, in each case, who (x) are informed of the confidential nature of such information and (y) (1) are subject to customary confidentiality obligations of professional practice or (2) agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (it being understood and agreed that each Lender, L/C Issuer and Administrative Agent shall be responsible for any breach of the confidentiality obligations under this paragraph by any such person to whom disclosure is made in accordance with this clause (viii) and (ix) 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 LLC Parent 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 LLC Parent 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.

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(c) Each of the entities comprising Borrowers hereby irrevocably appoints and constitutes LLC Parent 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 LLC Parent or 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 LLC Parent 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.

(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 Fourth Amended and Restated Credit Agreement.

Section 11.25 Acknowledgement and Consent to Bail-In of EEA Financial Institution . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties to any such Loan Document, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

141

Section 11.26 Segregated Liability . The Administrative Agent, the Lenders and the Loan Parties each acknowledge and agree that the certain Lenders are umbrella funds with segregated liability between their sub-funds and the Administrative Agent, the Loan Parties and such other Lenders each agree that they shall not seek, whether in any proceedings or by any other means whatsoever, to have recourse to any assets of any sub-fund of the applicable Lenders in the discharge of all or any part of any liability which was not incurred on behalf of that sub-fund.

[SIGNATURE PAGES FOLLOW]

142

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, Secretary and Assistant Treasurer

EACH OF THE ENTITIES LISTED ON ANNEX I-A ATTACHED HERETO:

By: FC-GEN Operations Investment, LLC, its authorized agent

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

GUARANTORS :

EACH OF THE ENTITIES LISTED ON ANNEX I-B ATTACHED HERETO:

By: FC-GEN Operations Investment, LLC, its authorized agent

By:
/s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

[Signatures Continue on Following Page]

ADMINISTRATIVE AGENT:

MIDCAP FUNDING IV TRUST

By: Apollo Capital Management, L.P.,

its investment manager

By: Apollo Capital Management GP, LLC,

its general partner

By: /s/ Maurice Amsellem

Name: Maurice Amsellem

Title: Authorized Signatory

[Signatures Continue on Following Page]

LENDERS:
	MIDCAP FINANCIAL TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory
	MIDCAP FUNDING IV TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory
	HFG HEALTHCO-4 TRUST By: MidCap Master Healthco Trust Its: Principal Trustee By: Apollo Capital Management, L.P. Its: Investment Manager By: Apollo Capital Management GP, LLC Its: General Partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory

LENDERS:

APOLLO INVESTMENT CORPORATION

By: Apollo Investment Management, L.P., as Advisor

By: ACC Management GP, LLC, as its General Partner

By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt

Title: Authorized Signatory

LENDERS:
	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ James M. Hassett Name: James M. Hassett Title: Executive Vice President, Credit

	MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: /s/ James M. Hassett Name: James M. Hassett Title: Executive Vice President, Credit

LENDERS:

By: Apollo Management International LLP,

its portfolio manager

By: AMI (Holdings), LLC, its member

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

LENDERS:

AMISSIMA DIVERSIFIED INCOME ICAV ,

an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Amissima Loan Origination Fund

By: Apollo Management International LLP,

its portfolio manager

By: AMI (Holdings), LLC, its member

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

LENDERS:

APOLLO CREDIT FUNDS ICAV , an Umbrella Irish Collective Asset Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Apollo Helius Multi-Credit Fund I

By: ACF Europe Management, LLC, its portfolio manager

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

LENDERS:

BCSSS INVESTMENTS 2 S.À R.L.

By: Apollo Capital Management, L.P.,

its Investment Manager

By: Apollo Capital Management GP, LLC,

its General Partner

By: /s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Authorized Signatory

ANNEX I-A

BORROWERS


Name	Jurisdiction
1 Emerson Drive North Operations LLC	CT
1 Emerson Drive South Operations LLC	CT
1 Magnolia Drive Operations LLC	MD
1 Sutphin Drive Operations LLC	WV
10 Woodland Drive Operations LLC	DE
100 Chambers Street Operations LLC	RI
100 Edella Road Operations LLC	PA
100 St. Claire Drive Operations LLC	DE
1000 Association Drive Operations LLC	WV
1000 Lincoln Drive Operations LLC	WV
1000 Orwigsburg Manor Drive Operations LLC	PA
1000 Schuylkill Manor Road Operations LLC	PA
101 13th Street Operations LLC	WV
1020 South Main Street Operations LLC	PA
106 Tyree Street Operations LLC	WV
1080 Silver Lake Boulevard Operations LLC	DE
1104 Welsh Road Operations LLC	PA
1113 North Easton Road Operations LLC	PA
1145 Poquonnock Road Operations LLC	CT
115 East Melrose Avenue Operations LLC	MD
115 Sunset Road Operations LLC	NJ
1165 Easton Avenue Operations LLC	NJ
120 Murray Street Operations LLC	MA
1201 Rural Avenue Operations LLC	PA
12-15 Saddle River Road Operations LLC	NJ
1240 Pinebrook Road, LLC	DE
1245 Church Road Operations LLC	PA
1248 Hospital Drive Operations LLC	VT
125 Holly Road Operations LLC	PA
128 East State Street Associates, LLC	PA
1350 E. Lookout Drive Operations LLC	TX
1351 Old Freehold Road Operations LLC	NJ
1361 Route 72 West Operations LLC	NJ
140 Prescott Street Operations LLC	MA
1420 South Black Horse Pike Operations LLC	NJ
144 Magnolia Drive Operations LLC	NJ
1501 SE 24th Road, LLC	DE
1515 Lamberts Mill Road Operations LLC	NJ
1526 Lombard Street SNF Operations LLC	PA


	ANNEX IA – Page 1


Name	Jurisdiction
1539 Country Club Road Operations LLC	WV
1543 Country Club Road Manor Operations LLC	WV
16 Fusting Avenue Operations LLC	MD
161 Bakers Ridge Road Operations LLC	WV
1631 Ritter Drive Operations LLC	WV
1680 Spring Creek Road Operations LLC	PA
1700 Pine Street Operations LLC	PA
1700 Wynwood Drive Operations LLC	NJ
1718 Spring Creek Road Operations LLC	PA
1775 Huntington Lane, LLC	DE
1801 Turnpike Street Operations LLC	MA
1801 Wentworth Road Operations LLC	MD
184 Bethlehem Pike Operations LLC	PA
191 Hackett Hill Road Operations LLC	NH
1980 Sunset Point Road, LLC	DE
2 Deer Park Drive Operations LLC	NJ
20 Summit Street Operations LLC	NJ
200 Marter Avenue Operations LLC	NJ
200 Reynolds Avenue Operations LLC	NJ
200 South Ritchie Avenue Operations LLC	WV
201 New Road Operations LLC	NJ
201 Wood Street Operations LLC	WV
2015 East West Highway Operations LLC	MD
205 Armstrong Avenue Operations LLC	MD
2101 Fairland Road Operations LLC	MD
22 South Street Operations LLC	CT
22 Tuck Road Operations LLC	DE
2240 White Horse Mercerville Road Operations LLC	NJ
225 Evergreen Road Operations LLC	PA
227 Evergreen Road Operations LLC	PA
227 Pleasant Street Operations LLC	NH
23 Fair Street Operations LLC	CT
2305 Rancocas Road Operations LLC	NJ
239 Pleasant Street Operations LLC	NH
24 Truckhouse Road Operations LLC	MD
25 East Lindsley Road Operations LLC	NJ
2507 Chestnut Street Operations LLC	PA
2600 Highlands Boulevard, North, LLC	DE
2601 Evesham Road Operations LLC	NJ
261 Terhune Drive Operations LLC	NJ
262 Toll Gate Road Operations LLC	PA
2720 Charles Town Road Operations LLC	WV
279 Cabot Street Operations LLC	MA


	ANNEX IA – Page 2


Name	Jurisdiction
290 Hanover Street Operations LLC	DE
290 Red School Lane Operations LLC	NJ
2900 Twelfth Street North, LLC	DE
292 Applegarth Road Operations LLC	NJ
3 Park Drive Operations LLC	MA
30 Princeton Boulevard Operations LLC	MA
30 West Avenue Operations LLC	PA
300 Courtright Street Operations LLC	PA
300 Pearl Street Operations LLC	VT
3000 Balfour Circle Operations LLC	PA
3001 Evesham Road Operations LLC	NJ
302 Cedar Ridge Road Operations LLC	WV
315 Upper Riverdale Road LLC	GA
32 Hospital Hill Road Operations LLC	MA
3227 Bel Pre Road Operations LLC	MD
329 Exempla Circle Operations LLC	CO
330 Franklin Turnpike Operations LLC	NJ
333 Grand Avenue Operations LLC	NJ
333 Green End Avenue Operations LLC	RI
336 South West End Avenue Operations LLC	PA
3485 Davisville Road Operations LLC	PA
35 Marc Drive Operations LLC	CT
35 Milkshake Lane Operations LLC	MD
350 Haws Lane Operations LLC	PA
3809 Bayshore Road Operations LLC	NJ
3865 Tampa Road, LLC	DE
390 Red School Lane Operations LLC	NJ
4 Hazel Avenue Operations LLC	CT
40 Parkhurst Road Operations LLC	MA
400 29th Street Northeast Operations LLC	WA
400 Groton Road Operations LLC	MA
4140 Old Washington Highway Operations LLC	MD
422 23rd Street Operations LLC	WV
44 Keystone Drive Operations LLC	MA
440 North River Street Operations LLC	PA
450 East Philadelphia Avenue Operations LLC	PA
455 Brayton Avenue Operations LLC	MA
4602 Northgate Court, LLC	DE
462 Main Street Operations LLC	MA
464 Main Street Operations LLC	MA
475 Jack Martin Boulevard Operations LLC	NJ
4755 South 48th Street Operations LLC	WA
4901 North Main Street Operations LLC	MA


	ANNEX IA – Page 3


Name	Jurisdiction
4927 Voorhees Road, LLC	DE
50 Mulberry Tree Street Operations LLC	WV
500 East Philadelphia Avenue Operations LLC	PA
5101 North Park Drive Operations LLC	NJ
515 Brightfield Road Operations LLC	MD
525 Glenburn Avenue Operations LLC	MD
530 Macoby Street Operations LLC	PA
536 Ridge Road Operations LLC	NJ
54 Sharp Street Operations LLC	NJ
5485 Perkiomen Avenue Operations LLC	PA
549 Baltimore Pike Operations LLC	PA
55 Cooper Street Operations LLC	MA
55 Kondracki Lane Operations LLC	CT
5501 Perkiomen Avenue Operations LLC	PA
56 Hamilton Avenue Operations LLC	NJ
56 West Frederick Street Operations LLC	MD
59 Harrington Court Operations LLC	CT
590 North Poplar Fork Road Operations LLC	WV
600 Paoli Pointe Drive Operations LLC	PA
6000 Bellona Avenue Operations LLC	MD
61 Cooper Street Operations LLC	MA
610 Dutchman's Lane Operations LLC	MD
610 Townbank Road Operations LLC	NJ
613 Hammonds Lane Operations LLC	MD
625 State Highway 34 Operations LLC	NJ
63 Country Village Road Operations LLC	NH
642 Metacom Avenue Operations LLC	DE
65 Cooper Street Operations LLC	MA
650 Edison Avenue Operations LLC	PA
70 Gill Avenue Operations LLC	DE
700 Toll House Avenue Operations LLC	MD
700 Town Bank Road Operations LLC	NJ
715 East King Street Operations LLC	DE
72 Salmon Brook Drive Operations LLC	CT
723 Summers Street Operations LLC	WV
7232 German Hill Road Operations LLC	MD
735 Putnam Pike Operations LLC	DE
7395 W. Eastman Place Operations LLC	CO
740 Oak Hill Road Operations LLC	RI
75 Hickle Street Operations LLC	PA
7520 Surratts Road Operations LLC	MD
7525 Carroll Avenue Operations LLC	MD
77 Madison Avenue Operations LLC	NJ


	ANNEX IA – Page 4


Name	Jurisdiction
7700 York Road Operations LLC	MD
777 Lafayette Road Operations LLC	DE
78 Opal Street LLC	GA
8 Rose Street Operations LLC	WV
80 Maddex Drive Operations LLC	WV
800 West Miner Street Operations LLC	PA
8015 Lawndale Street Operations LLC	PA
810 South Broom Street Operations LLC	DE
8100 Washington Lane Operations LLC	PA
825 SUMMIT STREET OPERATIONS LLC	WV
84 Cold Hill Road Operations LLC	NJ
840 Lee Road Operations LLC	WV
841 Merrimack Street Operations LLC	MA
843 Wilbur Avenue Operations LLC	NJ
845 Paddock Avenue Operations LLC	CT
850 Paper Mill Road Operations LLC	PA
867 York Road Operations LLC	PA
8710 Emge Road Operations LLC	MD
8720 Emge Road Operations LLC	MD
89 Morton Street Operations LLC	MA
899 Cecil Avenue Operations LLC	MD
905 Penllyn Pike Operations LLC	PA
91 Country Village Road Operations LLC	NH
9101 Second Avenue Operations LLC	MD
93 Main Street SNF Operations LLC	NH
932 Broadway Operations LLC	DE
9701 Medical Center Drive Operations LLC	MD
9738 Westover Hills Boulevard Operations LLC	TX
98 Hospitality Drive Operations LLC	VT
Alexandria Care Center, LLC	DE
Alta Care Center, LLC	DE
Anaheim Terrace Care Center, LLC	DE
Bay Crest Care Center, LLC	DE
Belen Meadows Healthcare and Rehabilitation Center, LLC	DE
Belmont Nursing Center, LLC	MA
Bradford Square Nursing, LLC	DE
Brier Oak on Sunset, LLC	DE
CareerStaff Unlimited, LLC	DE
Clairmont Longview Property , LLC	DE
Clairmont Longview, LLC	DE
Clovis Healthcare and Rehabilitation Center, LLC	DE
Colonial Tyler Care Center, LLC	DE
Courtyard JV LLC	MA


	ANNEX IA – Page 5


Name	Jurisdiction
Crestview Nursing, LLC	DE
Diane Drive Operations LLC	WV
Elmcrest Care Center, LLC	DE
FC-GEN Hospice Holdings, LLC	DE
Five Ninety Six Sheldon Road Operations LLC	DE
Flatonia Oak Manor, LLC	DE
Florida Holdings I, LLC	DE
Florida Holdings II, LLC	DE
Florida Holdings III, LLC	DE
Fort Worth Center of Rehabilitation , LLC	DE
Forty Six Nichols Street Operations LLC	DE
Forty Six Nichols Street Property , LLC	VT
Fountain Care Center, LLC	DE
Fountain View Subacute and Nursing Center, LLC	DE
Franklin Woods JV LLC	MD
GEN Operations I, LLC	DE
GEN Operations II, LLC	DE
Genesis Administrative Services LLC	DE
Genesis Bayview JV Holdings, LLC	MD
Genesis CO Holdings LLC	CO
Genesis CT Holdings LLC	CT
Genesis DE Holdings LLC	DE
Genesis Dynasty Operations LLC	DE
Genesis Eldercare Network Services, LLC	PA
Genesis ElderCare Physician Services, LLC	PA
Genesis Eldercare Rehabilitation Services, LLC	PA
Genesis Health Ventures of New Garden, LLC	PA
Genesis Holdings LLC	DE
Genesis IP LLC	DE
Genesis LGO Operations LLC	DE
Genesis MA Holdings LLC	MA
Genesis MD Holdings LLC	MD
Genesis NH Holdings LLC	NH
Genesis NJ Holdings LLC	NJ
Genesis OMG Operations LLC	DE
Genesis Operations II LLC	DE
Genesis Operations III LLC	DE
Genesis Operations IV LLC	DE
Genesis Operations LLC	DE
Genesis Operations V LLC	DE
Genesis Operations VI LLC	DE
Genesis PA Holdings LLC	PA
Genesis Partnership LLC	DE


	ANNEX IA – Page 6


Name	Jurisdiction
Genesis ProStep, LLC	DE
Genesis RI Holdings LLC	RI
Genesis Staffing Services LLC	PA
Genesis TX Holdings LLC	DE
Genesis VA Holdings LLC	VA
Genesis VT Holdings LLC	VT
Genesis WV Holdings LLC	WV
GHC Burlington Woods Dialysis JV LLC	NJ
GHC Dialysis JV LLC	DE
GHC Holdings II LLC	DE
GHC Holdings LLC	DE
GHC JV Holdings LLC	DE
GHC Matawan Dialysis JV LLC	NJ
GHC Payroll LLC	DE
GHC Randallstown Dialysis JV LLC	MD
GHC SelectCare LLC	PA
GHC TX Operations LLC	TX
GHC Windsor Dialysis JV LLC	CT
Granite Ledges JV LLC	NH
Grant Manor LLC	DE
Great Falls Health Care Company, L.L.C.	MT
GRS JV LLC	DE
Guadalupe Seguin Property, LLC	DE
Guadalupe Valley Nursing Center, LLC	DE
Hallettsville Rehabilitation and Nursing Center, LLC	DE
Hallmark Investment Group, LLC	DE
Hallmark Rehabilitation GP, LLC	DE
Harborside Connecticut Limited Partnership	MA
Harborside Danbury Limited Partnership	MA
Harborside Health I LLC	DE
Harborside Healthcare Advisors Limited Partnership	MA
Harborside Healthcare Limited Partnership	MA
Harborside Healthcare, LLC	DE
Harborside Massachusetts Limited Partnership	MA
Harborside New Hampshire Limited Partnership	MA
Harborside North Toledo Limited Partnership	MA
Harborside of Cleveland Limited Partnership	MA
Harborside of Dayton Limited Partnership	MA
Harborside of Ohio Limited Partnership	MA
Harborside Point Place, LLC	DE
Harborside Rehabilitation Limited Partnership	MA
Harborside Rhode Island Limited Partnership	MA
Harborside Swanton, LLC	DE


	ANNEX IA – Page 7


Name	Jurisdiction
Harborside Sylvania, LLC	DE
Harborside Toledo Business LLC	MA
Harborside Toledo Limited Partnership	MA
Harborside Troy, LLC	DE
HBR Bardwell LLC	DE
HBR Barkely Drive, LLC	DE
HBR Bowling Green LLC	DE
HBR Brownsville, LLC	DE
HBR Campbell Lane, LLC	DE
Hbr Danbury, LLC	DE
HBR Elizabethtown, LLC	DE
HBR Kentucky, LLC	DE
HBR Lewisport, LLC	DE
HBR Madisonville, LLC	DE
HBR Owensboro, LLC	DE
HBR Paducah, LLC	DE
Hbr Stamford, LLC	DE
Hbr Trumbull, LLC	DE
HBR Woodburn, LLC	DE
HC 63 Operations LLC	WV
HHCI Limited Partnership	MA
Hospitality Lubbock Property, LLC	DE
Hospitality Nursing and Rehabilitation Center, LLC	DE
Huntington Place Limited Partnership	FL
Kansas City Transitional Care Center, LLC	DE
Kennett Center, L.P.	PA
KHI LLC	DE
Klondike Manor LLC	DE
Leisure Years Nursing, LLC	DE
Lincoln Highway JV LLC	PA
Lincoln Highway Operations LLC	PA
Live Oak Nursing Center, LLC	DE
Magnolia JV LLC	MD
Marietta Healthcare, LLC	DE
Maryland Harborside, LLC	MA
Massachusetts Holdings I, LLC	DE
Montebello Care Center, LLC	DE
Monument La Grange Property , LLC	DE
Monument Rehabilitation and Nursing Center, LLC	DE
MS Exton Holdings, LLC	IN
MS Exton, LLC	IN
Oakland Manor Nursing Center, LLC	DE
Odd Lot LLC	DE


	ANNEX IA – Page 8


Name	Jurisdiction
Ohio Holdings I, LLC	DE
Owenton Manor Nursing, LLC	DE
PDDTSE LLC	DE
Peak Medical Assisted Living, LLC	DE
Peak Medical Colorado No. 2, LLC	DE
Peak Medical Colorado No. 3, LLC	DE
Peak Medical Idaho Operations, LLC	DE
Peak Medical Las Cruces No. 2, LLC	DE
Peak Medical Las Cruces, LLC	DE
Peak Medical Montana Operations, LLC	DE
Peak Medical New Mexico No. 3, LLC	DE
Peak Medical of Boise, LLC	DE
Peak Medical of Colorado, LLC	DE
Peak Medical of Idaho, LLC	DE
Peak Medical of Utah, LLC	DE
Peak Medical Roswell, LLC	DE
Peak Medical, LLC	DE
Pine Tree Villa LLC	DE
PM Oxygen Services, LLC	DE
PROCARE ONE NURSES, LLC	DE
Property Resource Holdings, LLC	DE
Regency Health Services, LLC	DE
Regency Nursing, LLC	DE
Respiratory Health Services LLC	MD
Rio Hondo Subacute and Nursing Center, LLC	DE
Riverside Retirement Limited Partnership	MA
Romney Health Care Center Limited Partnership	WV
Route 92 Operations LLC	WV
Royalwood Care Center, LLC	DE
Saddle Shop Road Operations LLC	WV
Salisbury JV LLC	MD
Sharon Care Center, LLC	DE
SHG Partnership, LLC	DE
SHG Resources, LLC	DE
Skies Healthcare and Rehabilitation Center, LLC	DE
Skiles Avenue and Sterling Drive Urban Renewal Operations LLC	NJ
Skilled Healthcare, LLC	DE
Southwood Austin Property , LLC	DE
Southwood Care Center, LLC	DE
SR-73 AND LAKESIDE AVENUE OPERATIONS LLC	NJ
St. Anthony Healthcare and Rehabilitation Center, LLC	DE
St. Catherine Healthcare and Rehabilitation Center, LLC	DE
St. Elizabeth Healthcare and Rehabilitation Center, LLC	DE


	ANNEX IA – Page 9


Name	Jurisdiction
St. John Healthcare and Rehabilitation Center, LLC	DE
St. Theresa Healthcare and Rehabilitation Center, LLC	DE
State Street Associates, L.P.	PA
State Street Kennett Square, LLC	DE
Stillwell Road Operations LLC	WV
Summit Care Parent, LLC	DE
Summit Care, LLC	DE
Sun Healthcare Group, Inc.	DE
SunBridge Beckley Health Care LLC	WV
SunBridge Braswell Enterprises, LLC	CA
SunBridge Brittany Rehabilitation Center, LLC	CA
SunBridge Care Enterprises West, LLC	UT
SunBridge Care Enterprises, LLC	DE
SunBridge Carmichael Rehabilitation Center, LLC	CA
SunBridge Circleville Health Care LLC	OH
SunBridge Clipper Home of Portsmouth, LLC	NH
SunBridge Clipper Home of Rochester, LLC	NH
SunBridge Dunbar Health Care LLC	WV
SunBridge Gardendale Health Care Center, LLC	GA
SunBridge Glenville Health Care, LLC	WV
SunBridge Goodwin Nursing Home, LLC	NH
SunBridge Hallmark Health Services, LLC	DE
SunBridge Harbor View Rehabilitation Center, LLC	CA
SunBridge Healthcare, LLC	NM
SunBridge Marion Health Care LLC	OH
SunBridge Meadowbrook Rehabilitation Center, LLC	CA
SunBridge Mountain Care Management, LLC	WV
SunBridge Nursing Home, LLC	WA
SunBridge Paradise Rehabilitation Center, LLC	CA
SunBridge Putnam Health Care LLC	WV
SunBridge Regency - North Carolina, LLC	NC
SunBridge Regency - Tennessee, LLC	TN
SunBridge Retirement Care Associates, LLC	CO
SunBridge Salem Health Care LLC	WV
SunBridge Shandin Hills Rehabilitation Center, LLC	CA
SunBridge Stockton Rehabilitation Center, LLC	CA
SunBridge Summers Landing, LLC	GA
SunDance Rehabilitation Agency, LLC	DE
SunDance Rehabilitation Holdco, Inc.	DE
SunDance Rehabilitation, LLC	CT
SunMark of New Mexico, LLC	NM
The Clairmont Tyler, LLC	DE
The Earlwood, LLC	DE


	ANNEX IA – Page 10


Name	Jurisdiction
The Heights of Summerlin, LLC	DE
The Rehabilitation Center of Albuquerque, LLC	DE
The Rehabilitation Center of Omaha, LLC	DE
Three Mile Curve Operations LLC	WV
Town and Country Boerne Property , LLC	DE
Town and Country Manor, LLC	DE
Vintage Park At San Martin, LLC	DE
Wakefield Healthcare, LLC	DE
Westfield Healthcare, LLC	DE
Woodland Care Center, LLC	DE
Woodspoint LLC	DE


	ANNEX IA – Page 11

ANNEX I-B

GUARANTORS

Name	Jurisdiction
1165 Easton Avenue Property, LLC	NJ
120 Murray Street Property LLC	MA
1248 Hospital Drive Property LLC	VT
1420 South Black Horse Pike Property , LLC	NJ
2015 East West Highway Property, LLC	MD
23 Fair Street Property, LLC	CT
261 Terhune Drive Property , LLC	NJ
279 Cabot Street Property LLC	MA
300 Pearl Street Property LLC	VT
400 29 th Street Northeast Property LLC	WA
4755 South 48th Street Property LLC	WA
55 Kondracki Lane Property, LLC	CT
740 Oak Hill Road Property LLC	RI
98 Hospitality Drive Property LLC	VT
2800 North Harbor Boulevard Property LLC	DE
7120 Corbin Avenue Property LLC	DE
1835 West La Veta Avenue Property LLC	DE
3111 Santa Anita Avenue Property LLC	DE


	SCHEDULE VI – Page 1

Exhibit 10.16

AMENDMENT no. 2
TO SECOND amended and restated REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “ Amendment ”) is dated as of March 6, 2018 and is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC , a Delaware limited liability company (“ GHLLC ”), listed on Annex I hereto (collectively, “ Borrowers ”), GHLLC and certain of its Affiliates listed on Annex II hereto (collectively, “ Guarantors ”), MIDCAP FUNDING IV TRUST , a Delaware statutory trust, as administrative agent (successor-by-assignment to Healthcare Financial Solutions, LLC (the “ Existing Administrative Agent ”), in such capacity, the “ Administrative Agent ”), and the Lenders party hereto and is made with reference to that certain SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 31, 2016 (as amended or modified prior to the date hereof, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”), by and among Borrowers, Guarantors, the lenders from time to time party thereto (the “ Existing Lenders ”) and the Administrative Agent (successor-by-assignment to the Existing Administrative Agent). Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS , immediately prior to the effectiveness of this Amendment, each of (i) Healthcare Financial Solutions, LLC (“ HFS ”), (ii) Barclays Bank PLC (“ Barclays ”) and (iii) Wells Fargo Capital Finance, LLC (“ Wells Fargo ”; Wells Fargo, HFS and Barclays, collectively, the “ Assigning Lenders ”) assigned 100% of their existing Revolving Credit Commitments and their outstanding Revolving Loans (the “ Purchased Revolving Loans ”) to MidCap Financial Trust (“ MCF ”) pursuant to the Master Assignment Agreement (as defined below), with the result being that MCF and MidCap Funding IV Trust (“ MCF IV ”) are the only Existing Lenders;

WHEREAS , MCF has, by the fact of execution and delivery of this Amendment, consented to the terms of this Amendment, but does not consent to extend its Existing Revolving Credit Commitments;

WHEREAS , MCF IV has, by the fact of execution and delivery of this Amendment, (i) consented to the terms of this Amendment and (ii) to the extent set forth on Annex III , agreed to continue and increase its Revolving Credit Commitment as set forth on Annex III opposite MCF IV’s name;

WHEREAS , each Lender (other than MCF and MCF IV) (all such Persons, collectively, the “ New Lenders ”) has, by the fact of execution and delivery of this Amendment, (i) consented to the terms of this Amendment and (ii) to the extent set forth on Annex III , agreed to provide a Revolving Credit Commitment on the Effective Date in the amount set forth on Annex III opposite such Lender’s name;

WHEREAS , the aggregate proceeds of the Revolving Loans made by the Lenders (other than MCF) on the Effective Date (the “ New Revolving Loans ”) will be used, in part, to repay in full the Purchased Revolving Loans previously held by the Assigning Lenders;

WHEREAS , Borrowers have requested that Administrative Agent and Lenders agree to amend the Credit Agreement as set forth on Exhibit A ;

WHEREAS , pursuant to Section 2.7 of the Guaranty and Section 7.6 of the Security Agreement, the Persons identified on Annex IV (the “ New Guarantors ”) desire to join the Guaranty, the Security Agreement and all other Loan Documents to which Guarantors are party as a “Guarantor”, “Grantor” or “Loan Party”, as the case may be; and

WHEREAS , Administrative Agent and the Lenders, are willing to agree to Borrowers’ request for such amendments, subject to and in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO existing credit agreement; release of released borrowers; joinder of new guarantors .

Subject to the terms and conditions of this Amendment, including, without limitation, the conditions to effectiveness set forth in Section IV below:

1.1 Credit Agreement . The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) 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.

1.2 Schedules . The schedules attached hereto as Exhibit B are attached to and made a part of the Credit Agreement, replacing all previously delivered schedules.

1.3 Borrowing Base Certificate . Exhibit I to the Credit Agreement shall be replaced in its entirety with the form of Borrowing Base Certificate attached hereto as Exhibit B .

1.4 Joinder of New Guarantors to Loan Documents . By executing and delivering this Amendment, each New Guarantor: (a) as provided in Section 2.7 of the Guaranty, hereby becomes a party to the Guaranty as a Guarantor thereunder with the same force and effect as if originally named as a Guarantor therein and, without limiting the generality of the foregoing, expressly assumes all obligations and liabilities of a Guarantor thereunder and hereby agrees to be

bound as a Guarantor for purposes thereof and (b) as provided in Section 7.6 of the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such New Guarantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such New Guarantor and expressly assumes all obligations and liabilities of a Grantor thereunder. Each New Guarantor agrees to be bound as a Grantor for the purposes of the Security Agreement. Additionally, each New Guarantor hereby represents and warrants that each of the representations and warranties contained in Article IV of the Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

SECTION II. JOINDER OF NEW LENDERS .

2.1 Joinder . Subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each New Lender shall be (a) a “Revolving Credit Lender” and (b) a “Lender”, in each case, under the Credit Agreement as of the Effective Date. Each New Lender shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents to Lenders, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.

2.2 New Lender Confirmations . Each New Lender hereby (i) confirms that (w) it is not a Restricted Person, (x) it has received a copy of this Amendment, the Credit Agreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this this Amendment and to make the Loans and/or provide the Commitments, as applicable, (y) it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and (z) it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

SECTION III. REVOLVING CREDIT COMMITMENTS; USE OF PROCEEDS, ETC .

3.1 Revolving Credit Loans and Commitments . On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each Lender agrees to provide a Revolving Credit Commitment on the Effective Date in the amount set forth on Annex III opposite such Lender’s name. The commitments of the Lenders are several and no such Lender

will be responsible for any other Lender’s failure to make any Revolving Credit Loans. For the avoidance of doubt, the aggregate Revolving Credit Commitments of the Lenders shall not be increased by virtue of this Amendment.

3.2 Use of Proceeds; Voluntary Prepayment . On the Effective Date, Borrowers shall apply the aggregate proceeds of the Revolving Credit Loans to prepay in full the principal amount of all Purchased Revolving Loans held by the Assigning Lenders immediately prior to the effectiveness of that certain Master Assignment Agreement executed by each of the Assigning Lenders, as assignors, and MCF, as assignee (the “ Master Assignment Agreement ”). The repayment of Purchased Revolving Loans with the proceeds of the New Revolving Loans contemplated hereby collectively constitute an optional partial prepayment of the Revolving Credit Facility (as defined in the Credit Agreement) by the Borrowers pursuant to Section 2.7(ii) of the Credit Agreement and shall be subject to the provisions of Section 2.7(ii) of the Credit Agreement; provided that, for the avoidance of doubt, no premium or penalty shall be due with respect to such payment or termination of the Revolving Credit Commitment.

3.3 Settlement Among Lenders . MCF consents to this Amendment as a Lender, but does not consent to the continuation of its Revolving Credit Commitments. Accordingly, upon payment in full of the Purchased Revolving Loans as contemplated by Section 3.2 above, (a) the Revolving Credit Commitment of MCF shall be terminated. From and after the Effective Date, the Lenders hereby authorize Administrative Agent to adjust the funding and settlement mechanics set forth in the Credit Agreement for so long as, and only to the extent necessary, to ensure that each Lender holds its Pro Rata Share of outstanding Revolving Loans as quickly as possible after the Effective Date.

SECTION IV. CONDITIONS TO EFFECTIVENESS

(i) this Amendment and, to the extent not delivered prior to the Restatement Date, if amended, replaced or amended and restated, the other Loan Documents set forth on the Closing Checklist attached hereto as Annex V ;

assignments and/or amendments to existing 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 Restatement Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;

(iii) to the extent not delivered prior to the Restatement Date, (A) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in its jurisdiction or organization, 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;

(iv) 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 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; and

(v) a Notice of Borrowing for all New Revolving Loans;

(b) Administrative Agent’s receipt, not later than the date three (3) days prior to the Restatement Date, of 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 by the Administrative Agent at least ten (10) days prior to the Restatement Date;

(c) Existing Administrative Agent’s receipt, in immediately available funds, of all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) owing to Existing Administrative Agent pursuant to the Credit Agreement as of the date of the Agency Assignment Agreement;

(d) Administrative Agent’s receipt, in immediately available funds, of (x) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) owing to Administrative Agent pursuant to this Amendment and (y) all other compensation required to be paid on or prior to the Effective Date to the Administrative Agent and its Affiliates pursuant to the Fee Letter; and

(e) No Swing Line Loan (as defined in the Credit Agreement) shall be then outstanding.

reasonably satisfactory to such Required Lender or New Lender unless, prior to the Restatement Date, Administrative Agent receives notice from such Required Lender or New Lender specifying such Required Lender’s or New Lender’s objections.

SECTION V. Confirmation of Representations and Warranties; Liens; No Default.

Each Loan Party that is party hereto hereby confirms that (i) after giving effect to the Transactions, all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) after giving effect to the waiver of the Specified Defaults, there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Permitted Liens, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Amendment constitute the legal, valid and binding obligations of Borrowers and each other Loan Party, enforceable against Borrowers and each other Loan Party in accordance with their respective 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 VI. REAFFIRMATION OF LOAN DOCUMENTS

6.1 By executing and delivering this Amendment, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Documents, each as may be amended hereby, (ii) agrees that this Amendment shall be a “Loan Document” under the Credit Agreement and (iii) hereby expressly agrees that the Credit Agreement and each other Loan Document shall remain in full force and effect. Each Lender executing this Amendment hereby declines the issuance of one or more Notes evidencing its Commitment.

6.2 Without limiting the generality of the foregoing, each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

6.3 Without limiting the generality of the foregoing, each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case, as such terms are defined in the applicable Loan Document). Each Guarantor further acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

6.4 Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

SECTION VII. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS

SECTION VIII. MISCELLANEOUS

8.1 Effect on Other Loan Documents . Except as expressly set forth in this Amendment, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Amendment shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Credit Agreement or any other Loan Document.

8.3 Loan Document . This Amendment shall constitute a “Loan Document” under the terms of the Credit Agreement.

8.6 Applicable Law; Miscellaneous . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.13, 11.14 and 11.15 of the Credit Agreement are incorporated by reference herein and made a part hereof.

[Remainder of this page intentionally left blank.]

BORROWERS:

EACH OF THE BORROWERS LISTED ON ANNEX I ATTACHED HERETO:

By: FC-GEN Operations Investment, LLC, its authorized agent

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and
Assistant Treasurer

EACH OF THE GUARANTORS LISTED ON ANNEX II ATTACHED HERETO:

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and
Assistant Treasurer

[Signatures Continue on Following Page]

ADMINISTRATIVE AGENT:

MIDCAP FUNDING IV TRUST

By: Apollo Capital Management, L.P.,

its investment manager

By: Apollo Capital Management GP, LLC,

its general partner

By: /s/ Maurice Amsellem

Name: Maurice Amsellem

Title: Authorized Signatory

[Signatures Continue on Following Page]

LENDERS:
	MIDCAP FINANCIAL TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory Executing this Amendment solely to consent to the terms hereof and not to continue its Revolving Credit Commitment
	MIDCAP FUNDING IV TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory
LENDERS:	HFG HEALTHCO-4 TRUST By: MidCap Master Healthco Trust Its: Principal Trustee By: Apollo Capital Management, L.P. Its: Investment Manager By: Apollo Capital Management GP, LLC Its: General Partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Name: Authorized Signatory

LENDERS:

APOLLO INVESTMENT CORPORATION

By: Apollo Investment Management, L.P., as Advisor

By: ACC Management GP, LLC, as its General Partner

By: /s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Authorized Signatory

annex i

borrowers

Name	Jurisdiction
105 CHESTER ROAD OPERATIONS LLC	VT
11 DAIRY LANE OPERATIONS LLC	VA
1100 NORMAN ESKRIDGE HIGHWAY OPERATIONS LLC	DE
1100 TEXAS AVENUE OPERATIONS LLC	MT
1130 SEVENTEENTH AVENUE OPERATIONS LLC	MT
12080 BELLAIRE WAY OPERATIONS LLC	CO
1400 WOODLAND AVENUE OPERATIONS LLC	NJ
14766 WASHINGTON AVENUE OPERATIONS LLC	CA
175 BLUEBERRY LANE OPERATIONS LLC	NH
2 BLACKBERRY LANE OPERATIONS LLC	VT
20 MAITLAND STREET OPERATIONS LLC	NH
211-213 ANA DRIVE OPERATIONS LLC	AL
24 OLD ETNA ROAD OPERATIONS LLC	NH
25 RIDGEWOOD ROAD OPERATIONS LLC	NH
3 INDUSTRIAL WAY EAST OPERATIONS LLC	NJ
3000 HILLTOP ROAD OPERATIONS LLC	NJ
319 EAST DUNSTABLE ROAD OPERATIONS LLC	NH
3330 WILKENS AVENUE OPERATIONS LLC	MD
3590 WASHINGTON PIKE OPERATIONS LLC	PA
40 WHITEHALL ROAD OPERATIONS LLC	NH
5423 HAMILTON WOLFE ROAD OPERATIONS LLC	TX
550 GLENWOOD OPERATIONS LLC	NC
660 COMMONWEALTH AVENUE OPERATIONS LLC	RI
677 COURT STREET OPERATIONS LLC	NH
7 BALDWIN STREET OPERATIONS LLC	NH
700 MARVEL ROAD OPERATIONS LLC	DE
710 JULIAN ROAD OPERATIONS LLC	NC
800 MEDCALF LANE NORTH OPERATIONS LLC	WA
8000 ILIFF DRIVE OPERATIONS LLC	VA
9109 LIBERTY ROAD OPERATIONS LLC	MD
ALBUQUERQUE HEIGHTS HEALTHCARE AND REHABILITATION CENTER, LLC	DE
Baldwin Healthcare and Rehabilitation Center, LLC	DE
BELFAST OPERATIONS, LLC	ME
Blue River Rehabilitation Center, LLC	DE
BRIARCLIFF NURSING AND REHABILITATION CENTER, LLC	DE
CAMDEN OPERATIONS, LLC	ME
Cameron Nursing and Rehabilitation Center, LLC	DE
CANYON TRANSITIONAL REHABILITATION CENTER, LLC	DE
CAREHOUSE HEALTHCARE CENTER, LLC	DE
Carmel Hills Healthcare and Rehabilitation Center, LLC	DE
CLAIRMONT BEAUMONT, LLC	DE
COLONIAL NEW BRAUNFELS CARE CENTER, LLC	DE

Name	Jurisdiction
CORONADO NURSING CENTER, LLC	DE
DEVONSHIRE CARE CENTER, LLC	DE
FALMOUTH OPERATIONS, LLC	ME
FARMINGTON OPERATIONS, LLC	ME
FOUNTAIN SENIOR ASSISTED LIVING, LLC	DE
GENESIS ANDROMEDA OPERATIONS LLC	DE
GENESIS DIAMOND OPERATIONS LLC	DE
GENESIS HEALTHCARE OF MAINE, LLC	ME
GENESIS ORION OPERATIONS LLC	NH
GENESIS TANG OPERATIONS LLC	DE
KENNEBUNK OPERATIONS, LLC	ME
LEASEHOLD RESOURCE GROUP, LLC	DE
LEWISTON OPERATIONS, LLC	ME
Louisburg Healthcare and Rehabilitation Center, LLC	DE
NINE HAYWOOD AVENUE OPERATIONS LLC	VT
OAK CREST NURSING CENTER, LLC	DE
ORONO OPERATIONS, LLC	ME
PEAK MEDICAL FARMINGTON, LLC	DE
PEAK MEDICAL GALLUP, LLC	DE
Richmond Healthcare and Rehabilitation Center, LLC	DE
Rossville Healthcare and Rehabilitation Center, LLC	DE
Sandpiper Healthcare and Rehabilitation Center, LLC	DE
SCARBOROUGH OPERATIONS, LLC	ME
SKOWHEGAN SNF OPERATIONS, LLC	ME
SPRING SENIOR ASSISTED LIVING, LLC	DE
ST. JOSEPH TRANSITIONAL REHABILITATION CENTER, LLC	DE
St. Mary Healthcare and Rehabilitation Center, LLC	DE
SUNBRIDGE CLIPPER HOME OF NORTH CONWAY, LLC	NH
SUNBRIDGE CLIPPER HOME OF WOLFEBORO, LLC	NH
TEXAS CITYVIEW CARE CENTER, LLC	DE
TEXAS HERITAGE OAKS NURSING AND REHABILITATION CENTER, LLC	DE
The Rehabilitation Center of Des Moines, LLC	DE
The Rehabilitation Center of Independence, LLC	DE
THE REHABILITATION CENTER OF RAYMORE, LLC	DE
THE WOODLANDS HEALTHCARE CENTER, LLC	DE
THIRTY FIVE BEL-AIRE DRIVE SNF OPERATIONS LLC	VT
VALLEY HEALTHCARE CENTER, LLC	DE
VILLA MARIA HEALTHCARE CENTER, LLC	DE
WATERVILLE SNF OPERATIONS LLC	ME
Wathena Healthcare and Rehabilitation Center, LLC	DE
WESTBROOK OPERATIONS, LLC	ME
WESTWOOD MEDICAL PARK OPERATIONS LLC	VA
WILLOW CREEK HEALTHCARE CENTER, LLC	DE

ANNEX II

GUARANTORS

Name	Jurisdiction
FC-GEN OPERATIONS INVESTMENT, LLC	DE
GEN OPERATIONS I, LLC	DE
GEN OPERATIONS II, LLC	DE
Genesis DE Holdings LLC	DE
GENESIS HEALTHCARE, INC.	DE
GENESIS HEALTHCARE LLC	DE
GENESIS HOLDINGS LLC	DE
GENESIS NH HOLDINGS LLC	NH
Genesis NJ Holdings LLC	NJ
GENESIS OPERATIONS VI LLC	DE
Genesis RI Holdings LLC	RI
Genesis VA Holdings LLC	VA
Genesis VT Holdings LLC	VT
GHC HOLDINGS LLC	DE
PEAK MEDICAL MONTANA OPERATIONS, LLC	DE
PEAK MEDICAL, LLC	DE
PEAK MEDICAL OF COLORADO, LLC	DE
SKILLED HEALTHCARE, LLC	DE
SUMMIT CARE, LLC	DE
SUMMIT CARE PARENT, LLC	DE
SUNBRIDGE HEALTHCARE, LLC	NM
SUN HEALTHCARE GROUP, INC.	DE

Annex II - 1

exhibit A

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of March 31, 2016,

among

the entities listed on listed on Annex I-A and Annex I-B collectively,
as Borrowers

GENESIS HEALTHCARE, INC.
and the other entities listed on Annex II-A and Annex II-B collectively,
as Guarantors

and

THE LENDERS AND L/C ISSUERS PARTY HERETO

and

HEALTHCARE FINANCIAL SOLUTIONS, LLC MIDCAP FUNDING IV TRUST ,
as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

		Page

ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1
Section 1.1	Defined Terms	1
Section 1.2	UCC Terms	34
Section 1.3	Accounting Terms and Principles	34
Section 1.4	Interpretation	35
ARTICLE 2 THE CREDIT FACILITIES		36
Section 2.1	The Commitments	36
Section 2.2	Borrowing Procedures	36
Section 2.3	Reserved	39
Section 2.4	Letters of Credit	39
Section 2.5	Reduction and Termination of the Commitments	42
Section 2.6	Repayment of Revolving Loan	42
Section 2.7	Optional Prepayments; Commitment Reductions	42
Section 2.8	Mandatory Prepayments	42
Section 2.9	Interest	43
Section 2.10	Conversion and Continuation Options	44
Section 2.11	Fees	44
Section 2.12	Application of Payments	45
Section 2.13	Payments and Computations	46
Section 2.14	Evidence of Debt	47
Section 2.15	Suspension of LIBOR Rate Option	49
Section 2.16	Breakage Costs; Increased Costs; Capital Requirements	49
Section 2.17	Taxes	51
Section 2.18	Substitution of Lenders	53
Section 2.19	Contribution	54
Section 2.20	Reserved	57
Section 2.21	Reserved	57
Section 2.22	Defaulting Lenders	57
ARTICLE 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT		58
Section 3.1	Conditions Precedent to Loans and Letters of Credit	58
Section 3.2	Conditions Precedent to Each Loan and Letter of Credit	60
Section 3.3	Conditions to Effectiveness	60
ARTICLE 4 REPRESENTATIONS AND WARRANTIES		60
Section 4.1	Corporate Existence; Financial Statements; Compliance with Law	61
Section 4.2	Loan and Related Documents	63
Section 4.3	Reserved	63
Section 4.4	Reserved	63
Section 4.5	Material Adverse Effect	63
Section 4.6	Solvency	63
Section 4.7	Litigation	64
Section 4.8	Taxes	64
Section 4.9	Margin Regulations	64
Section 4.10	No Burdensome Obligations; No Defaults	64
Section 4.11	Investment Company Act	64
Section 4.12	Labor Matters	65

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(continued)

		Page

Section 4.13	ERISA	65
Section 4.14	Environmental Matters	65
Section 4.15	Intellectual Property	66
Section 4.16	Title; Real Property	66
Section 4.17	Full Disclosure	66
Section 4.18	Patriot Act; OFAC	67
Section 4.19	Eligible Accounts	67
Section 4.20	Use of Proceeds	68
Section 4.21	Insurance	68
Section 4.22	Reportable Transactions	68
Section 4.23	Security Documents	68
Section 4.24	Schedules Deemed Updated	69
ARTICLE 5 FINANCIAL COVENANTS		69
Section 5.1	Liquidity	69
Section 5.2	Minimum Consolidated Fixed Charge Coverage Ratio	69
Section 5.3	Reserved	69
Section 5.4	Reserved	69
Section 5.5	Reserved	69
SECTION 5.6 INVESTMENTS TO CURE FINANCIAL COVENANT DEFAULTS		71
Section 6.1	Financial Statements	71
Section 6.2	Other Events	73
Section 6.3	Copies of Notices and Reports	73
Section 6.4	Taxes	74
Section 6.5	Labor Matters	74
Section 6.6	ERISA Matters	74
Section 6.7	Environmental Matters	74
Section 6.8	Other Information	75
ARTICLE 7 AFFIRMATIVE COVENANTS		75
Section 7.1	Maintenance of Corporate Existence	75
Section 7.2	Compliance with Laws, Etc	75
Section 7.3	Payment of Obligations	77
Section 7.4	Maintenance of Property	77
Section 7.5	Maintenance of Insurance	77
Section 7.6	Keeping of Books	77
Section 7.7	Access to Books and Property	77
Section 7.8	Environmental	78
Section 7.9	Post-Closing Obligations	78
Section 7.10	Additional Borrowers and Collateral	79
Section 7.11	Deposit Accounts; Securities Accounts and Cash Collateral Accounts	81
Section 7.12	Cash Management; Agent Collection Account	82
Section 7.13	Further Assurances	85


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TABLE OF CONTENTS

(continued)

		Page

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	86
Section 7.15	Master Leases	86
Section 7.16	Reserved	86
Section 7.17	UPL Programs	86
ARTICLE 8 NEGATIVE COVENANTS		87
Section 8.1	Indebtedness	87
Section 8.2	Liens	89
Section 8.3	Reserved	91
Section 8.4	Investments	91
Section 8.5	Mergers, Consolidations, Sales of Assets and Acquisitions	92
Section 8.6	Restricted Payments; Restrictive Agreements	93
Section 8.7	Reserved	94
Section 8.8	Change in Nature of Business	95
Section 8.9	Transactions with Affiliates	95
Section 8.10	Other Indebtedness and Agreements	96
Section 8.11	Reserved	96
Section 8.12	Accounting Changes; Fiscal Year	96
Section 8.13	Margin Regulations	96
ARTICLE 9 EVENTS OF DEFAULT		96
Section 9.1	Definition	96
Section 9.2	Remedies	98
Section 9.3	Actions in Respect of Letters of Credit	99
ARTICLE 10 ADMINISTRATIVE AGENT		99
Section 10.1	Appointment and Duties	99
Section 10.2	Binding Effect	100
Section 10.3	Use of Discretion	101
Section 10.4	Delegation of Rights and Duties	101
Section 10.5	Reliance and Liability	101
Section 10.6	Administrative Agent Individually	102
Section 10.7	Lender Credit Decision	102
Section 10.8	Expenses; Indemnities	103
Section 10.9	Resignation of Administrative Agent or L/C Issuer	103
Section 10.10	Release of Collateral or Guarantors	104
Section 10.11	Additional Secured Parties	105
Section 10.12	Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments	105
ARTICLE 11 MISCELLANEOUS		106
Section 11.1	Amendments, Waivers, Etc	106
Section 11.2	Assignments and Participations; Binding Effect	108
Section 11.3	Costs and Expenses	112


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TABLE OF CONTENTS

(continued)

		Page

Section 11.4	Indemnities	112
Section 11.5	Survival	113
Section 11.6	Limitation of Liability for Certain Damages	114
Section 11.7	Lender-Creditor Relationship	114
Section 11.8	Right of Setoff	114
Section 11.9	Sharing of Payments, Etc	114
Section 11.10	Marshaling; Payments Set Aside; Protective Advances	115
Section 11.11	Notices	116
Section 11.12	Electronic Transmissions	117
Section 11.13	Governing Law	118
Section 11.14	Jurisdiction	118
Section 11.15	WAIVER OF JURY TRIAL	118
Section 11.16	Severability	119
Section 11.17	Execution in Counterparts	119
Section 11.18	Entire Agreement	119
Section 11.19	Usury	119
Section 11.20	Use of Name	120
Section 11.21	Non-Public Information; Confidentiality	120
Section 11.22	Patriot Act Notice	121
Section 11.23	Agent for Loan Parties	121
Section 11.24	Existing Agreements Superseded; Exhibits and Schedules	121
Section 11.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	122

Annexes

Annex I - A	Existing Borrowers
Annex I – B	New Borrowers
Annex II – A	Existing Guarantors
Annex II – A	New Guarantors

Exhibits

Exhibit A	Assignment Agreement
Exhibit B	Note
Exhibit C	Notice of Borrowing
Exhibit D	[Reserved]
Exhibit E	L/C Request
Exhibit F	Notice of Conversion or Continuation
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


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Schedules

Schedule I	Revolving Credit Commitments
Schedule II	Master Leases
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 7.12(a)	Account Designation
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 8.9	Agreement with Affiliates

-v-

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT , dated as of March 31, 2016, is entered into by and among, each of the entities listed on Annex I-A (each an “ Existing Borrower ” and, collectively, “ Existing Borrowers ”), the entities listed on Annex I-B (each a “ New Borrower ” and, collectively, “ New Borrowers ”) and each Person becoming a party hereto as Borrower in accordance with Section 7.10 (together with Existing Borrowers and New Borrowers, each a “ Borrower ” and, collectively, “ Borrowers ”), the entities listed on Annex II-A (each an “ Existing Guarantor ” and, collectively, “ Existing Guarantors ”), the entities listed on Annex II (each a “ New Guarantor ” and, collectively, “ New Guarantors ”) and each Person becoming a party hereto as a Guarantor in accordance with Section 7.10 (together with Existing Guarantors and New Guarantors, each a “ Guarantor ” and, collectively, “ Guarantors ”), certain financial institutions from time to time party hereto (as defined below, collectively, “ Lenders ”), L/C Issuers (as defined below) and HEALTHCARE FINANCIAL SOLUTIONS, LLC (“ HFS MIDCAP FUNDING IV TRUST, a Delaware statutory trust (“MCF ”), as Administrative Agent and Collateral Agent for the Lenders and the L/C Issuers (in such capacity (and as successor-by-assignment to Healthcare Financial Solutions, LLC in such capacity) , and together with its successors and permitted assigns, “ Administrative Agent ”).

WHEREAS, Existing Borrowers, Existing Guarantors, HFS, and Administrative Agent the lenders party thereto, and the administrative agent named therein are parties to that certain Amended and Restated Revolving Credit Agreement, dated as of July 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Original Credit Agreement ”), pursuant to which Administrative Agent and Lenders such 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 Third Amended and Restated Credit Agreement, dated as of February 2, 2015, by and among Genesis HealthCare LLC and certain of its direct and indirect subsidiaries party thereto, as borrowers, certain guarantors party thereto, HFS MCF , as administrative agent and collateral agent, and HFS MCF 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.

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“Acceleration Event” means the occurrence of an Event of Default (a) in respect of which all or any portion of the Obligations have been declared to be immediately due and payable pursuant to Section 9.2, (b) pursuant to Section 9.1(a), and in respect of which Administrative Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 9.2, and/or (c) pursuant to either Section 9.1(g) and/or Section 9.1(h).

“ 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 LLC Parent .

“ Affected Lender ” has the meaning specified in Section 2.18(a) .

“ Agent Collection Account ” has the meaning specified in Section 7.12(b) .

“ Agreement ” means this Second Amended and Restated Revolving 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 – Base Rate Loan or the Applicable Margin – Revolving Credit LIBOR Loan.

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“ Applicable Margin –Base Rate Loan ” means, with respect to Revolving Loan that is a Base Rate Loan:

Revolving Credit Outstandings	Applicable Margin
Greater than 75% of Revolving Credit Commitment	2.50%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit Commitment	2.25%
Less than or equal to 50% of Revolving Credit Commitment	2.00%

“ Applicable Margin – Revolving Credit LIBOR Loan ” means, with respect to Revolving Loan that is a LIBOR Rate Loan:

Revolving Credit Outstandings	Applicable Margin
Greater than 75% of Revolving Credit Commitment	3.50%
Less than or equal to 75% of Revolving Credit Commitment and greater than 50% of Revolving Credit Commitment	3.25%
Less than or equal to 50% of Revolving Credit Commitment	3.00%

“ 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 in the context of a HUD transaction) business judgment.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the

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implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ 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 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 ,

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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. Each 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 two (2) 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.

“ 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.

“ 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 the 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.

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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 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 and Genesis Partnership, LLC shall cease to own, directly or indirectly, 100% of the Equity Interests of GHC Holdings LLC, (ii) GHLLC and Genesis Partnership, LLC 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 March 31, 2016.

“ 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.

“ 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ Compliance Certificate ” means a certificate substantially in the form of Exhibit G .

“ 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 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 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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.

“ 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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), (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, (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 or (iii) become the subject of a Bail-In Action; 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

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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 ” 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) .

“ 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.

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“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

(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) ( provided that the $15,000,000 limit in this clause (i)(A) shall be reduced, as of any date of calculation, by an amount equal to the aggregate amount of accounts constituting “Eligible Accounts” under the ABL Credit Agreement pursuant to clause (i)(A) of the definition of such term in the ABL Credit Agreement), 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 $15,000,000 in the aggregate for all UPL Hospitals shall not become ineligible solely because of this clause (i); provided that the $15,000,000 limit in this clause (i)(B) shall be reduced, as of any date of calculation, by an amount equal to the aggregate amount of accounts constituting “Eligible Accounts” under the ABL Credit Agreement pursuant to clause (i)(B) of the definition of such term in the ABL Credit Agreement;

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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) or (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);

(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 50% 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 Account Debtor and its Affiliates 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

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purposes of this definition, the words “to the best of Borrowers’ knowledge” shall be deemed excised);

(xiii) the Account is (A) not paid directly to or collected directly or indirectly in the Concentration Account or (B) paid directly to or collected directly or indirectly in the Wells Fargo Accounts before the requirements of Schedule 7.9 have been satisfied with respect thereto;

(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; provided , however , (A) to the extent that no more than 21 days have elapsed since the first calendar day in the month immediately following the month in which the Medical Services giving rise to such Account were performed and (B) such Account would otherwise constitute an Eligible Account but for the requirements of this clause (xvi), such Account shall not be deemed ineligible;

(xviii) The Account Debtor is a UPL Hospital and a default shall have 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

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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 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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-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.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ 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) ); 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).

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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 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).

“ 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 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 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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.

“ Genesis Holdings ” means Genesis Holdings, LLC, a Delaware limited liability company.

“ Genesis Subsidiary ” means each direct or indirect Subsidiary of Genesis Holdings that is a Borrower.

“ GHLLC ” means Genesis Healthcare LLC, a Delaware limited liability company.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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.

“ 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.

“ HFS ” has the meaning specified in the preamble to this Agreement.

“ 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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.

“ 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

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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 .

“ IRS ” means the Internal Revenue Service of the United States and any successor thereto.

“ L/C Issuer ” means (a) HFS MCF or any of its Affiliates or other entity that issues any Letter of Credit for or on behalf of HFS MCF 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 Authorized Loan Party on behalf of the Borrowers, in each case in their capacity as L/C Issuers hereunder and together with their successors.

“ 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 $ 10,000,000. 0 as of the Second Amendment Effective Date and thereafter, the aggregate amount agreed by any L/C Issuer and Administrative Agent from time to time in accordance with Section 2.4(a).

“ 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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 Administrative Loan Party, 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.

“ 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.

“ 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 L/C Reimbursement Agreements, 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ Loan Parties ” means, collectively, Borrowers and Guarantors.

“ Loan Parties’ Accountants ” means KPMG, LLP or other nationally-recognized independent registered certified public accountants acceptable to Administrative Agent.

“ Master Lease ” means each lease agreement and master lease agreement set forth on Schedule II hereto on the Closing Date and each other facility lease or master lease agreement entered into by the Loan Parties after the Closing Date, in each case as such Leases are amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and of the applicable Master Lease Intercreditor Agreement.

“ Master Lease Intercreditor Agreements ” means any intercreditor or similar agreement, including any riders attached thereto, that relates to the Obligations hereunder and the Loan Parties’ obligations under any Master Lease, entered into on or prior to 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.

“ 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 Borrowers in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material 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.

“ MCF ” has the meaning specified in the preamble to this Agreement.

“ 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“ 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).

“ Notice of Borrowing ” has the meaning specified in Section 2.2(a) .

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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) .

“ 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 L/C Issuer, any other Indemnitee, any participant, any SPV or any Secured Hedging Counterparty, other than any Environmental Indemnity and any Excluded Swap Obligations, 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 and 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.

“ Operations I ” means GEN Operations I, LLC.

“ Operations II ” means GEN Operations II, LLC.

“ Operator Designated Account ” means, collectively, the “Operator Designated Account” specified in each Master Lease Intercreditor Agreement and as designated on Schedule 7.12(a) hereto.

“ Operator Designated Account Bank ” means that bank at which any Operator Designated Account is maintained.

“ Original Credit Agreement ” has the meaning set forth in the recitals hereto.

“ 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, Ultimate Parent, 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) .

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ 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) (xx) any Transfer by a Permitted Investor to another Permitted Investor;

(ii) (xxi) 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; or

(iii) (xxii) 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.

“ 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.

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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 (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.

“ 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

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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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 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.

“ Qualified Capital Stock ” means any Equity Interest that is not Disqualified Capital Stock.

“ 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.

“ Register ” has the meaning specified in Section 2.14(b) .

Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility)

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“ 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, (iii) the HUD Loan Documents (as defined in the applicable Master Lease Intercreditor Agreement) and (iv) the UPL Documents.

“ 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. Solely with respect to MCF, “Related Person” shall include servicers and investment managers.

“ 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”.

“ 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.

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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) .

“ 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 the 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 (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 and Letters of Credit.

“ Revolving Credit Lender ” means each Lender that has a Revolving Credit Commitment or holds a Revolving Loan or Letter of Credit.

“ Revolving Credit Outstandings ” means, at any time, to the extent outstanding at such time, (a) the aggregate principal amount of the Revolving Loans and (b) the L/C Obligations for all Letters of Credit.

“ 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 ” has the meaning specified in Section 2.1(a) .

“ S&P ” means Standard & Poor’s Rating Services.

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“ Scheduled Revolving Credit Termination Date ” means the earliest to occur of (a) February 2, 2020, and (b) the “Scheduled Revolving Credit Termination Date” (as defined in the ABL Credit Agreement, as the same is in effect on the date hereof).

“ SEC ” means the United States Securities and Exchange Commission.

“ Second Amendment” means Amendment No. 2 to Second Amended and Restated Revolving Credit Agreement, entered into as of the Second Amendment Effective Date, by and among Borrowers, Guarantors, the Lenders, and Administrative Agent (as defined therein).

“Second Amendment Effective Date” means March 6, 2018.

“ 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 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 Agreement ” means that certain Second 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.

“Settlement Agreement” means that certain Settlement Agreement, dated June 9, 2017, entered into by and among, Ultimate Parent, the United States of America, and the relators party thereto.

“ Skilled Holdings ” means Skilled Healthcare, LLC, a Delaware limited liability company.

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“ Skilled RE Credit Agreement ” has the meaning provided for in the ABL Credit Agreement.

“ Skilled Subsidiary ” each of its direct or indirect Subsidiary of Skilled holdings that is a Borrower.

“ 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

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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) (xxiii) an Event of Default;

(ii) (xxiv) Borrowers’ failure to comply with any financial covenant pursuant to Article 5 (without giving effect to any cure period applicable thereto);

(iii) (xxv) 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) (xxvi) Administrative Agent or any Lender shall have commenced foreclosure or execution on any of the Collateral as permitted under any Loan Document; or

(v) (xxvii) there shall have been a draw in an amount in excess of $2,000,000 on any Letter of Credit.

“ 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 .

“ 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 HFS MCF serves as the administrative agent and a lender, HFS MCF ’s Pro Rata Share of the Termination Fee shall be waived.

“ 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

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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.

“ 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.

“ Ultimate Parent ” means Genesis Healthcare, Inc.

“ United States ” means the United States of America.

“ Unused Daily Balance ” has the meaning specified in Section 2.11(a).

“ UPL Borrower ” means each Borrower that leases or manages a UPL Facility.

“ 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.

“ U.S. Lender Party ” has the meaning specified in Section 2.17(e).

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(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).

“ Wells Fargo Accounts ” means account numbers 4010044609 and 4010011617 at Wells Fargo Bank, N.A.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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.”

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Section 1.4 Interpretation .

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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 .

(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 the aggregate amount of all the Lenders’ Revolving Credit Commitments 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 and Letters of Credit cash collateralized 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 Credit 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 3 :00 a p .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 two (2 ) Business Days prior to the proposed Borrowing of a LIBOR Rate Loan (provided that Borrowings made on the Second Amendment Effective Date may be made pursuant to a notice given on the Second Amendment Effective Date) . 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 shall be in an aggregate amount that is an integral multiple of $100,000. In the case of (i) the Borrowing on the Closing Date and (ii) each subsequent Borrowing in the event the Revolving Credit Outstandings are greater than or equal to 50% of the Revolving Credit Commitment, each Each 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

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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 or any participation in any 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 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.

(d) Disbursements by Administrative Agent.

(i) Administrative Agent shall have the right, on behalf of Lenders to disburse funds to Borrowers for all Loans requested or deemed requested by Borrowers pursuant to the terms of this Agreement. Administrative Agent shall be conclusively entitled to assume, for purposes of the preceding sentence, that each Lender, other than any Defaulting Lenders, will fund its Pro Rata Share of all Loans requested by Borrowers. Each Lender shall reimburse Administrative Agent on demand, in accordance with the provisions of Section 10.12, for all funds disbursed on its behalf by Administrative Agent pursuant to the first sentence of this clause (i), or if Administrative Agent so requests, each Lender will remit to Administrative Agent its Pro Rata Share of any Loan before Administrative Agent disburses the same to a Borrower. If Administrative Agent elects to require that each Lender make funds available to Administrative Agent, prior to a disbursement by Administrative Agent to a Borrower, Administrative Agent shall advise each Lender by

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telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by such Borrower no later than noon (Eastern time) on the date of funding of such Loan, and each such Lender shall pay Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Agent Collection Account, or such other account as may be identified by Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share of any funds advanced by Agent pursuant to the first sentence of this clause (i) within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify Borrower Representative, and Borrowers shall immediately repay such amount to Administrative Agent. Any repayment required by Borrowers pursuant to this Section 2.2(d) shall be accompanied by accrued interest thereon from and including the date such amount is made available to a Borrower to but excluding the date of payment at the rate of interest then applicable to the tranche of Loan funded. Nothing in this Section 2.2(d) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

(ii) On the Closing Date, Administrative Agent, on behalf of Lenders, may elect to advance to Borrowers the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to Borrowers in a timely manner on such date. If Administrative Agent elects to advance the initial Loans to Borrowers in such manner, Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Agent receives such Lender’s Pro Rata Share of such Loans before 3:00 p.m. (Eastern time) on the Closing Date.

(iii) It is understood that for purposes of advances to Borrowers made pursuant to this Section 2.2(d), Administrative Agent will be using the funds of Administrative Agent, and pending settlement, (A) all funds transferred from the Agent Collection Account to the outstanding Loans shall be applied first to advances made by Agent to Borrowers pursuant to this Section 2.2(d), and (B) all interest accruing on such advances shall be payable to Administrative Agent.

(iv) The provisions of this Section 2.2(d) shall be deemed to be binding upon Administrative Agent and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Loan Party.

Section 2.3 Reserved .

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 Administrative Loan Party 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 Closing Date through

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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 would exceed the Borrowing Availability, 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 Administrative Loan Party 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 ”).

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 of the other Revolving Credit Lenders 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 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) shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s written request

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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 (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, outstanding Letter of Credit Obligations and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment.

(b) Notice of Issuance . Administrative Loan Party 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), 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 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 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 Administrative Loan Party 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) 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

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Reimbursement Date, at the interest rate applicable during such period to Revolving Loans 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 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 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 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 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 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, (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.

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; Commitment Reductions . 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

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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, together with the other Obligations then due and payable directly related thereto (including the Obligations set forth in Section 2.16(a) ).

(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.

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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, (ii) in the case of LIBOR Rate 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 Applicable Margin – 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, 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 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.

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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 or Continuation ”) 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.

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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 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 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, absent the occurrence and continuance of an Acceleration Event, Administrative Agent may apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. Also notwithstanding the provisions of clause (a), during the occurrence and continuance of an Acceleration Event, 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) and the L/C Issuers, third , to pay interest then due and payable in respect of the Revolving Loans and the L/C Reimbursement Obligations, fourth , to repay the outstanding principal amounts of the Revolving Loans and the L/C Reimbursement Obligations and to provide cash collateral for Letters of Credit in the manner and to the extend 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), and fifth , to the ratable payment of all other Obligations,

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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 any portion of the Revolving Loans that Administrative Agent may have advanced on behalf of any Lender and on any L/C Reimbursement Obligations, 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 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 Agent Collection Account (or at such other account or by such other means to such other address as Administrative Agent shall have notified Administrative Authorized 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 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 shall make each payment for the account of any L/C Issuer required pursuant to 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.

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(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.

(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 .

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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 the corresponding obligations to participate in L/C Obligations) 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).

(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:

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(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.

(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 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.

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(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 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.

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Section 2.17 Taxes .

(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 or W-8BEN-E (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

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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.

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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 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

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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 .

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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.

(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.

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security for a guaranteed obligation, has destroyed such individual Borrower’s rights of subrogation and reimbursement against any other Person.

(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;

(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

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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 or the applicable L/C Issuer 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.

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(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, subject to Section 11.25 and 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 Issue 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 and the Environmental Indemnity, 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

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the Liens arising under the Loan Documents, and such other matters as Administrative Agent may reasonably request, 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 Borrowers to the effect that (A) each condition set forth in 3.1(e) 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, 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) 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 .

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(e) Closing Date Transactions . Administrative Agent shall be satisfied that 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.

(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 or, as applicable, such Issuance: (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 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.

Section 3.3 Conditions to Effectiveness. The effectiveness of the changes contemplated by the Second Amendment is subject to the satisfaction of the conditions precedent set forth in the Second Amendment.

Article 4

REPRESENTATIONS AND WARRANTIES

Section 4.1 Corporate Existence; Financial Statements; Compliance with Law .

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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 that bills a federal or state health care program 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 or , to the Borrowers’ knowledge, any UPL Hospital 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 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.

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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 Medicaid or Medicare programs or any other 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 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, any Borrower’s or , to the Borrowers’ knowledge, 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 , to the Borrowers’ knowledge, 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% of the Consolidated EBITDAR of the HUD Consolidated Group.

(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 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 .

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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 4.5 Material Adverse Effect . Since the date of the most recent Consolidated Financial Statements delivered pursuant to Section 6.1(c) , December 31, 2016, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect , except as disclosed on any 10-K or 10-Q filed by Ultimate Parent or any 8-K filed by Ultimate Parent (in each case, prior to February 2, 2018) or as otherwise disclosed in writing to Administrative Agent prior to the Second Amendment Effective Date (and, with respect to such other disclosures, Administrative Agent has agreed to except such disclosure from this representation prior to the Closing Date) .

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 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.

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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.

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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 .

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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

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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;

(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

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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 related to the Facilities.

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.

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 applicable Master Lease 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), 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 ).

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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 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):

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(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

(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 once in any consecutive four Fiscal Quarter period or more than two 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. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party 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 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

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Section 6.1 Financial Statements . Borrowers shall deliver to Administrative Agent each of the following:

(a) Annual 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 the HUD Consolidated Group 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 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 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 fiscal 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 (or, in the case of the last Fiscal Quarter of each year, 90 days after the end of such Fiscal Quarter), (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), 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 fiscal 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 (and if requested by the Administrative Agent, consolidating) 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, 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 fiscal 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 positions 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

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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 21 days after the last day 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 , Administrative Loan Party 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 fiscal month and prepared on a Consolidated Basis and consolidating basis (as applicable), and a report of aged accounts receivable) and (ii , (ii) with respect to each Borrowing Base Certificate, a monthly 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 and (iii ) 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]. Settlement Agreement. As soon as available, and in any event within 14 days after the date each quarterly payment is due under the Settlement Agreement, Administrative Loan Party will provide evidence to Administrative Agent that such payment was made.

(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 for the following Fiscal Year on a quarterly basis and for each of the subsequent two Fiscal Years, on an annual basis, including a projected Consolidated balance sheet of the Loan Parties as of the end of the next three succeeding Fiscal Years Quarter or the Fiscal Year, as applicable, 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

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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.

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, the Borrowers 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 . 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, any UPL Documents 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 , (c) each executed settlement agreement or similar agreement in respect of any 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, and any other information or documents as may be requested from time to time by the Agent in connection with the foregoing and (d) any Notice of Default (as defined in the Settlement Agreement) or other material notice delivered to Ultimate Parent or any other Borrower under the Settlement Agreement. .

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)

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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.

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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, 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

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 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 (other than in favor of an FHA Mortgagee of the applicable Healthcare Facility), 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 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.

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(c) If required under applicable Requirements of Law, each Borrower 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.

(e) No Borrower , 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 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

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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 .

(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 7.7 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 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

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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 any Subsidiary of a Borrower set forth on Schedule 7.10 and subject to Section 7.9 , 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, unless otherwise directed by the Administrative Agent in writing, 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, upon the Administrative 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

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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:

(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 Parent Company, GHLLC, Genesis Holdings, Skilled Holdings (to the extent each such entity remains an indirect owner of a Borrower) and each other Subsidiary of GHLLC that is a direct owner of a Borrower to (i) become a Guarantor hereunder (ii) execute joinder agreements, in form and substance satisfactory to

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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.

(i) Subject to the applicable Master Lease 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 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 applicable Master Lease 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 applicable Master Lease 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 applicable Master Lease 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(i) , or (p) ; provided , however , that with respect to Liens permitted by Section 8.2(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

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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 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) 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) 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.

(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

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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 .

(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 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 (as designated on Schedule 7.12(a) , collectively, the “ Concentration Account ,” and the bank at which the Concentration Account is maintained, the “ Concentration Account Collecting Bank ”) 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) those certain Controlled Deposit Accounts (as designated on Schedule 7.12(a) , collectively, the “ Disbursement Operating Account ,” and the bank at which the Disbursement Operating Account is maintained, the “ Disbursement Operating Account Collecting Bank ”) into which amounts may be

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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 .

(D) that certain Operator Designated Account into which, pursuant to the applicable Notice of Borrowing, Revolving Loans may be deposited. The Operator Designated Account shall not be moved or closed without the consent of Administrative Agent. The Operator Designated Account, the Operator Designated Account 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. Notwithstanding the foregoing, as it relates to the Wells Fargo Accounts, the requirements of this Section 7.12(ii) shall be subject to Section 7.9 in all respects.

(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 Deposit 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

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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) Borrowers shall ensure that the funds on deposit in the Operator Designated Account at any time shall be less than 110% of the “Current Impositions” (as defined in the Master Lease Intercreditor Agreements).

(vi) 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) ; provided that no Borrower shall have access to the funds in such Facility Lockbox Account or Concentration Account and all funds shall be transferred on a daily basis from such Facility Lockbox Account to a Concentration Account for further transfer to the Agent Collection Account (as defined below). No Control Agreement may be modified without Administrative Agent’s prior written consent

(B) A Control Agreement 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 the 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.

(C) (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.

Without limiting the foregoing in any way, until such time as the Control Agreements and Facility Lockbox Agreements are in place consistent with the terms of this Section 7.12, Borrowers shall manually transfer funds on deposit in the Facility Lockbox Accounts and Concentration Accounts to the Agent Collection Account on a daily basis.

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(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 Accounts shall be sent by electronic transfer on a daily basis ; provided that funds on deposit in the Concentration Accounts may consolidate into a single Concentration Account before transferring to the Agent Collection Account . 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 Wells Fargo Bank Trust Company Americas , N.A. (McLean, VA)
Address:	One Bankers Trust Plaza New York, New York
ABA No.:	021 121 - 001 000 - 033 248
Account No.:	50271079 2000036282803
Account Name:	HH Cash Flow MidCap Funding IV Trust - Collections
Reference:	Genesis HealthCare Healthcare LLC HFS# – HUD 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 Master Lease Intercreditor Agreements entered into on or before the Closing Date, 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.

Section 7.16 Reserved .

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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 of not less than $10,000,000, and (iv) with respect to any UPL Program implemented after the Second Amendment Effective Date, if the Accounts of the UPL Hospital participating in such UPL Program will be included in the Borrowing Base, such UPL Hospital shall have granted to Administrative Agent, for its benefit and the benefit of the Secured Parties, a lien on substantially all of its assets pursuant to a security agreement in form and substance reasonably acceptable to Administrative Agent, 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).

(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.

Article 8

NEGATIVE COVENANTS

Each (i) Borrower and (ii) with respect to Sections 8.8 , 8.10 , 8.12 and 8.13 only, each Guarantor 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:

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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); 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];

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(n) Indebtedness consisting of (A) trade obligations or (B) accrued current liabilities for services rendered to any 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 Borrowers 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:

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disposition of such property and extensions, renewals and replacements thereof permitted hereunder;

(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);

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(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 any Borrower to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Borrower or (iii) relating to purchase orders and other agreements entered into with customers of any 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];

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(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;

(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 the 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 $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 $5,000,000 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) [Reserved]

(l) 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;

(m) [Reserved];

(n) to the extent constituting Investments, transactions permitted by Sections 8.1 , 8.2 , 8.3 , 8.5 , and 8.6 ;

(o) [Reserved];

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(p) 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;

(q) [Reserved]; and

(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 any Parent Company in accordance with Section 8.6 .

Section 8.5 Mergers, Consolidations, Sales of Assets and Acquisitions . No Borrower shall:

(i) 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;

(ii) any Subsidiary may be merged, amalgamated, liquidated or consolidated with or into and may Transfer all or substantially all of its assets to any Borrower (so long as (x) in the case of such merger, amalgamation, liquidation or consolidation, such Borrower 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); and

(iii) 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).

(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;

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(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 payments of customary fees to members of its or GHC Holdings LLC’s, GHLLC’s 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) [Reserved];

(viii) [Reserved];

(ix) [Reserved];

(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

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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 . No Borrower shall:

(a) 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;

(b) 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

(c) 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.

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

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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 any Borrower and its 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 Borrowers in the ordinary course of business to the extent attributable to the ownership or operation of the 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];

(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; provided that this clause (i) shall not prohibit or restrict a Permitted Refinancing of any such Subordinated Debt or Material Indebtedness 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.

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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 Borrowers’ Cure Right under Section 5.6 ), and (iii) the conversion or exchange of Indebtedness into Qualified Capital Stock of GHC Holdings LLC or GHLLC.

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 ”:

(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

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(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

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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 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).

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 any L/C Issuer may have hereunder to Issue any Letter of Credit, 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 and the commitment of each L/C Issuer to Issue Letters of Credit shall automatically be terminated and (y) each Obligation (including in each case any accrued all accrued but unpaid interest thereon) shall each 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

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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 to exceed the Borrowing Availability, 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 HFS MCF (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. Administrative Agent may perform any of its duties hereunder, or under the Financing Documents, by or through its Related Persons.

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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.

Section 10.2 Binding Effect . Each Lender and L/C Issuer 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).

100

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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 .

(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, each L/C Issuer and 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;

(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

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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, Lender and L/C Issuer 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 and L/C Issuer acknowledges that it shall, independently and without reliance upon Administrative Agent, any Lender or any 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 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 .

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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 .

(b) Administrative Agent additionally may at any time assign its rights, powers, privileges and duties hereunder to any Person to whom Administrative Agent, in its capacity as a Lender, has pledged its Loans and Commitments hereunder, without the consent of the Lenders or Borrowers; provided that any such assignment shall be made in conjunction with the assignment of Administrative Agent’s Loans and Commitments in accordance with Section 11.2. Following any such assignment, Administrative Agent shall give notice to the Lenders and Borrowers. An assignment by Administrative Agent pursuant to this clause (b) shall not be deemed a resignation by Administrative Agent for purposes of clause (a) above.

(c) (b) With effect from the Resignation Effective Date or the date of an assignment pursuant to clause (b) above , (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).

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(d) (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.

(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, all L/C Reimbursement 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 Obligations, 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; and

(c) 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 .

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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.

Section 10.12 Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments.

(a) On a Business Day of each week as selected from time to time by Administrative Agent, or more frequently (including daily), if Administrative Agent so elects (each such day being a “ Settlement Date ”), Administrative Agent will advise each Revolving Lender by telephone, facsimile or e-mail of the amount of each such Lender’s percentage interest of the Revolving Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual percentage interest of the Revolving Loans balance to such Lender’s required percentage interest of the Revolving Loan balance as of any Settlement Date, the Lender from which such payment is due shall pay Administrative Agent, without setoff or discount, to the Agent Collection Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the rate of interest then applicable to Revolving Loans.

(b) Return of Payments. If Administrative Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Administrative Agent from a Borrower and such related payment is not received by Administrative Agent, then Administrative Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate.

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Article 11

MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc .

(i) waive any condition specified in Section 3.1 , 3.1 or Section IV of the Second Amendment, 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) any L/C Reimbursement Obligations or any obligations of Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligations; 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;

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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;

(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) 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, 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.

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

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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 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 Person to whom such Lender has pledged its Loans and Commitments hereunder in connection with the exercise of remedies by such Person or (iv) 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.

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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 , 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.

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HFS MCF may commence such efforts at any time or from time to time. To the extent a Secondary Market Transaction is pursued by HFS MCF , Permitted Investors and Borrowers agree to actively assist and cooperate with HFS MCF 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 HFS MCF 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 HFS MCF .

In furtherance of such efforts of HFS MCF , 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 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. Any Lender further may (notice or consent of the Administrative Agent, the Borrowers or any other Person and without payment of any fee) assign and pledge the Loans as collateral security for loans to a Lender.

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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 (except with respect to in-house charges in accordance with the last sentence of this paragraph) 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 (including with respect to in-house charges in accordance with the last sentence of this paragraph) and disbursements of a single legal counsel to Administrative Agent or such Related Persons, taken as a whole (and necessary regulatory counsel, a single local counsel in each applicable jurisdiction (which may include a single special local 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 each 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 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. If

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Administrative Agent uses in-house counsel for any work described in this Section 11.3, Borrowers agree to pay reasonable charges for such work at a rate not to exceed $450.00 per hour; provided that, except during the existence of an Event of Default relating to nonpayment of the Loans and other obligations, bankruptcy (voluntary or involuntary) or failure to satisfy financial covenants, Borrowers shall not be liable for in-house legal fees for the same matters on which outside legal counsel has been engaged.

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, 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 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,

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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 11.7 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 or advisory 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 Administrative Agent, the L/C Issuers 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

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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.

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 Credit 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

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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 .

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 Tel : ( 610 - ) 444-6350
Facsimile Fax : ( 484 - ) 733-5449
E-mail:  michael.sherman@genesishcc.com

if to the

Administrative Agent: Healthcare c/o MidCap Financial Solutions, LLC
2 Bethesda Metro Center Services, LLC, as servicer
7255 Woodmont Ave
Suite 600 200
Bethesda, MD 20814
Attention: Account Manager for Genesis ABL Portfolio Management
Electronic Mail:  tom.buckelew@capitalone.com
Tel:  301.961.1640
Fax:  301.664.9866
Fax:  (301) 941-1450
E-mail: notices@midcapfinancial.com

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with copy to: 2 Bethesda Metro Center
Suite 600 a copy to: c/o MidCap Financial Services, LLC, as servicer
7255 Woodmont Ave
Suite 200
Bethesda, MD 20814
Attention: Christian Barnette
Electronic Mail:  Christian.Barnette@capitalone.com
Tel:  (301) 664-9804
Fax:  (301) 664-9866 General Counsel
Fax:  (301) 941-1450
E-mail: legalnotices@midcapfinancial.com

with a copy to: Hogan Lovells US LLP
555 Thirteenth St., NW
Washington, DC  20004
Attention:  Deborah K. Staudinger
Electronic Mail:  deborah.staudinger@hoganlovells Vedder Price P.C.
222 N. LaSalle Street
Suite 2600
Chicago, IL 60601
Attention:  Kathryn L. Stevens
E-mail:  kstevens@vedderprice .com
Tel:  ( 202) 637-5486 312) 609-7803
Fax:  ( 202) 637-5910 312) 609-5005

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.

Section 11.12 Electronic Transmissions .

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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.

(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.

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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.

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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 11.21 Non-Public Information; Confidentiality .

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(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 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 ) to a Person that is a trustee, investment advisor or investment manager, collateral manager, servicer, financing sources of Administrative Agent or any Lender, in each case, who (x) are informed of the confidential nature of such information and (y) (1) are subject to customary confidentiality obligations of professional practice or (2) agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (it being understood and agreed that each Lender, L/C Issuer and Administrative Agent shall be responsible for any breach of the confidentiality obligations under this paragraph by any such person to whom disclosure is made in accordance with this clause (viii) and (ix ) 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 the Loan Parties that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies Loan Parties, including the name and address of Loan Parties and other information allowing such Lender to identify Loan Parties in accordance with such act.

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 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

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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 .

Section 11.25 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[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-A and Annex I-B attached hereto:

By: GENESIS HEALTHCARE LLC, its authorized agent

By:
Name: Michael Berg
Title: Assistant Secretary

ROSSVILLE HEALTHCARE AND REHABILITATION CENTER, LLC

BALDWIN HEALTHCARE AND REHABILITATION CENTER, LLC

ST. MARY HEALTHCARE AND REHABILITATION CENTER, LLC

By:
Name: Michael Berg
Title: Assistant Secretary

5423 HAMILTON WOLFE ROAD OPERATIONS LLC

BRIARCLIFF NURSING AND REHABILITATION CENTER, LLC

CAREHOUSE HEALTHCARE CENTER, LLC

CLAIRMONT BEAUMONT, LLC

CORONADO NURSING CENTER, LLC

OAK CREST NURSING CENTER, LLC

TEXAS CITYVIEW CARE CENTER, LLC

TEXAS HERITAGE OAKS NURSING AND REHABILITATION CENTER, LLC

THE WOODLANDS HEALTHCARE CENTER, LLC

VALLEY HEALTHCARE CENTER, LLC

VILLA MARIA HEALTHCARE CENTER, LLC

By:
Name: Michael Berg
Title: Assistant Secretary

THE REHABILITATION CENTER OF INDEPENDENCE, LLC

By:
Name: Michael Berg
Title: Assistant Secretary

BLUE RIVER REHABILITATION CENTER, LLC

CARMEL HILLS HEALTHCARE AND REHABILITATION CENTER, LLC

LOUISBURG HEALTHCARE AND REHABILITATION CENTER, LLC

WILLOW CREEK HEALTHCARE CENTER, LLC

By:
Name: Michael Berg
Title: Assistant Secretary

DEVONSHIRE CARE CENTER, LLC

FOUNTAIN SENIOR ASSISTED LIVING, LLC

SPRING SENIOR ASSISTED LIVING, LLC

By:
Name: Michael Berg
Title: Assistant Secretary

1400 WOODLAND AVENUE OPERATIONS LLC

3330 WILKENS AVENUE OPERATIONS LLC

550 GLENWOOD OPERATIONS LLC

710 JULIAN ROAD OPERATIONS LLC

9109 LIBERTY ROAD OPERATIONS LLC

GENESIS DIAMOND OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

40 WHITEHALL ROAD OPERATIONS LLC

800 MEDCALF LANE NORTH OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

105 CHESTER ROAD OPERATIONS LLC

8000 ILIFF DRIVE OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

300 HILLTOP ROAD OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

2 BLACKBERRY LANE OPERATIONS

By:
Name: Michael Berg
Title: Assistant Secretary

20 MAITLAND STREET OPERATIONS LLC

25 RIDGEWOOD ROAD OPERATIONS LLC

660 COMMONWEALTH AVENUE OPERATIONS LLC

677 COURT STREET OPERATIONS LLC

7 BALDWIN STREET OPERATIONS LLC

GENESIS TANG OPERATIONS LLC

NINE HAYWOOD AVENUE OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

211-213 ANA DRIVE OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

3590 WASHINGTON PIKE OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

NEW BORROWERS:

Each of the New Borrowers Listed on Annex II attached hereto:

By:
Name: Michael Berg
Title: Assistant Secretary

GUARANTORS:

Each of the entities listed on Annex II-A and Annex II-B attached hereto:

By:
Name: Michael Berg
Title: Assistant Secretary

GENESIS OPERATIONS VI LLC

By:
Name: Michael Berg
Title: Assistant Secretary

11 DAIRY LANE OPERATIONS LLC

175 BLUEBERRY LANE OPERATIONS LLC

24 OLD ETNA ROAD OPERATIONS LLC

WESTWOOD MEDICAL PARK OPERATIONS LLC

By:
Name: Michael Berg
Title: Assistant Secretary

[Signatures Continue on Following Page]

ADMINISTRATIVE AGENT:

HEALTHCARE FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company

By:
Name: Thomas A. Buckelew
Title: Duly Authorized Signatory

L/C ISSUER:

HEALTHCARE FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company

By:
Name: Thomas A. Buckelew
Title: Duly Authorized Signatory

[Signatures Continue on Following Page]

LENDER:

Healthcare Financial Solutions, LLC, in its capacity as Revolving Credit Lender

By:
Name: Thomas A. Buckelew
Title: Duly Authorized Signatory

[Signatures Continue on Following Page]

LENDER:

BARCLAYS BANK PLC, in its capacity as a Revolving Credit Lender

By:
Name:
Title:

[Signatures Continue on Following Page]

LENDER:

WELLS FARGO CAPITAL FINANCE, LLC, in its capacity as a Revolving Credit Lender

By:
Name:
Title:

[Signatures Continue on Following Page]

LENDER:

CAPITAL ONE, N.A., in its capacity as a Revolving Credit Lender

By:
Name:
Title:

[Signatures Continue on Following Page]

LENDER:

MidCap Funding IV Trust, in its capacity as a Revolving Credit Lender

By:
Name:
Title:

[End of Signatures Page] ANNEX I -A

Exhibit 10.17

AMENDMENT NO. 4 TO LOAN AGREEMENT

This Amendment No. 4 to Loan Agreement (this “ Amendment ”), dated as of March 6, 2018 is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“ Ultimate Parent ”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “ Borrower ”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“ Parent ”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“ Holdings ”, and together with Ultimate Parent, Borrower and Parent, “ Amendment Parties ”), each of the Lenders (as defined below) party hereto and WELLTOWER INC., as Administrative Agent (in such capacity, and together with its successors and permitted assigns, “ Administrative Agent ”).

WHEREAS , Amendment Parties, Administrative Agent, Collateral Agent and the financial institutions from time to time party thereto as lenders (the “ Lenders ”) are parties to that certain Term Loan Agreement, dated as of July 29, 2016, as amended by that certain Amendment No. 1 to Loan Agreement, dated as of December 22, 2016, as amended by that certain Amendment No. 2 and Waiver to Loan Agreement, dated as of May 5, 2017, and as amended by that certain Amendment No. 3 to Loan Agreement, dated as of August 8, 2017 (as it may have been further amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to this Amendment, the “ Existing Loan Agreement ”), pursuant to which Administrative Agent, Collateral Agent and the Lenders, among other things, provided certain loans and other financial accommodations to Borrower in accordance with the terms and conditions set forth therein;

WHEREAS , Amendment Parties and the Loan Parties have requested that Administrative Agent and the Lenders agree to amend and restate the Existing Loan Agreement in the form attached hereto as Exhibit B (the “ Restated Loan Agreement ”) to provide, among other things, for the extension of new term loans and to reflect certain revisions to the PIK interest payments and the financial covenants, in each case as set forth in the Restated Loan Agreement;

WHEREAS , Amendment Parties and the Loan Parties have requested that Administrative Agent and the Lenders agree to release the Subsidiary Guarantors identified on Schedule III hereto (the “ Released Entities ”) from the Guarantee and Collateral Agreement and the other Loan Documents upon such Subsidiary Guarantors becoming Unrestricted Subsidiaries;

WHEREAS , Amendment Parties and the Loan Parties wish to amend and restate the schedules to the Guarantee and Collateral Agreement to provide for certain updates to the schedules;

WHEREAS , on the Restatement Date (as defined in the Restated Loan Agreement), the Borrower shall borrow new term loans in an aggregate principal amount of $40,000,000 (the “ 2018 Term Loans ”) having the terms set forth in the Restated Loan Agreement (the “ 2018 Term Loan Facility ”) and shall use the proceeds of the 2018 Term Loan Facility for the purposes described in the Restated Loan Agreement (the transactions described in this paragraph, including entry into this Amendment and amending and restating the Existing Loan Agreement in the form of the

Restated Loan Agreement attached hereto, are collectively referred to as the “ 2018 Term Loan Financing ”);

WHEREAS , the Borrower has requested that the Lenders set forth on Schedule I hereto commit to make the 2018 Term Loan on the Restatement Date up to the amounts set forth on Schedule I for each Lender (the “ 2018 Term Loan Commitment ”);

WHEREAS , each of the Lenders party hereto will be deemed to have committed to make the 2018 Term Loans up to the amounts set forth for each such Lender on Schedule I hereto, the proceeds of which will be used as set forth above; and

WHEREAS , Administrative Agent and the Lenders are willing to agree to Amendment Parties’ request to enter into the Restated Loan Agreement and the other amendments, agreements and waivers set forth herein, subject to and in accordance with the terms and conditions set forth in this Amendment.

NOW, THEREFORE , Amendment Parties, Administrative Agent and the Lenders each hereby agrees as follows:

1. Recitals; Definitions . The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used herein (including, without limitation, in the foregoing recitals) and not defined herein shall have the meanings given to such terms in the Restated Loan Agreement and the rules of interpretation set forth in Section 1.2 thereof are incorporated herein mutatis mutandis .

2. Amendments to the Existing Loan Agreement and the Guarantee and Collateral Agreement . Subject to the terms and conditions of this Amendment, including, without limitation, the conditions to effectiveness set forth in Section 4 below:

(a) the Existing Loan Agreement (including all the exhibits and schedules attached thereto) is hereby amended and restated in the form of the Restated Loan Agreement attached hereto (including all the exhibits and schedules attached hereto), such that on the Restatement Date, the terms set forth in Exhibit B hereto shall replace the terms of the Existing Loan Agreement; and

(b) the schedules to the Guarantee and Collateral Agreement are hereby amended and restated in their entirety as set forth in Exhibit C hereto.

3. Waiver and Release .

(a) Subject to the terms and conditions of this Amendment, Administrative Agent and the Lenders hereby waive any Event of Default that may have occurred as described on Schedule II hereto (the “ Specified Defaults ”). The waiver set forth herein shall be limited precisely as written and relate solely to the Specified Defaults in connection with the noncompliance by the Loan Parties with Sections 7.12, 7.13, 7.14, 7.15, and, solely to the extent relating to the Specified Defaults, each of 8(d), 8(f)(ii) and 8(n) of the Existing Loan Agreement (the “ Waived Provision ”) in the manner and to the extent described above, and nothing in this

Amendment shall be deemed to (i) constitute a waiver of compliance by the Loan Parties with respect to (x) the Waived Provision in any other instance or (y) any other term, provision or condition of the Loan Agreement or any other Loan Document, or (ii) prejudice any right or remedy that Administrative Agent or any Lender may now have or may have in the future under or in connection with the Loan Agreement or any other Loan Document.

(b) Upon the satisfaction or waiver of the conditions precedent set forth in Section 3 on the Restatement Date, the Released Entities shall be designated as Unrestricted Subsidiaries and shall be automatically released from their Guarantee Obligations under the Guarantee and Collateral Agreement and the other Loan Documents and any security interest granted by the Released Entities in the Collateral shall be automatically released. Upon the reasonable request of the Borrower, 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 3(b). The Amendment Parties hereby jointly represent and warrant to the Agents and each Lender as of the date hereof that no Released Entity holds any material assets and that upon the satisfaction or waiver of the conditions precedent set forth in Section 4 below on the Restatement Date, each such Released Entity will meet the requirements set forth in the definition of Unrestricted Subsidiary under the Restated Loan Agreement. The Amendment Parties further represent and warrant that (i) after giving effect to this Amendment and the Transactions (as defined in the Restated Loan Agreement), Ultimate Parent and the Restricted Subsidiaries are in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis, (ii) each Released Entity, after designation as an Unrestricted Subsidiary, is not a Restricted Subsidiary for the purpose of any other Indebtedness of any Loan Party, and (iii) the designation of each Released Entity as an Unrestricted Subsidiary constituted 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 Subsidiaries’ (as applicable) Investment therein.

4. Conditions . The effectiveness of this Amendment (including the amendment and restatement of the Existing Loan Agreement in the form of the Restated Loan Agreement attached hereto) is subject to the satisfaction (or written waiver) of the following conditions, each in form and substance satisfactory to Administrative Agent and the Lenders:

(a) Amendment . Administrative Agent and the Lenders shall have received a fully executed copy of this Amendment, with all exhibits, schedules and other attachments hereto;

(b) Intercreditor Agreement . Administrative Agent and the Lenders shall have received a fully executed copy of the Intercreditor Agreement (as amended and restated on the date hereof);

(c) Notes . Administrative Agent shall have received executed copies of Notes as each Lender may reasonably require and substantially in the form of Exhibit I to the Restated Loan Agreement;

(d) Solvency Certificate . Administrative Agent and the Lenders shall have received a solvency certificate signed by a Responsible Officer of Ultimate Parent, substantially in the form of Exhibit G to the Restated Loan Agreement;

(e) Closing Certificate . Administrative Agent and the Lenders shall have received a certificate of each of the Parent Companies and the Subsidiary Guarantors dated the Restatement Date, substantially in the form of Exhibit D to the Restated Loan Agreement, with appropriate insertions and attachments;

(f) Representations and Warranties . As of the Restatement Date, after giving effect to this Amendment, each of the representations and warranties set forth in Section 3 of the Restated Loan Agreement shall be true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, with respect to any such representation or warranty which is modified by materiality standards, in all respects) only as of such specified date);

(g) Lien Searches . Administrative Agent and Lenders shall have received the results of recent lien searches on certain Loan Parties, the scope of which shall be reasonably satisfactory to Administrative Agent and Lenders, and such searches shall reveal no Liens on any of the assets of such Loan Parties, except for Liens permitted by Section 7.2 of the Restated Loan Agreement;

(h) Borrowing Notice . Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 2.3 and substantially in the form of Exhibit A-2 to the Restated Loan Agreement;

(i) Attestation Certificate . Administrative Agent shall have received a certificate attesting to the compliance with clauses (f), (j), (k) and (n) of this Section 4 on the Restatement Date from a Responsible Officer of Ultimate Parent;

(j) Insolvency . As of the Restatement Date, none of Ultimate Parent nor any of its Subsidiaries shall have filed or otherwise become subject to a case under the Bankruptcy Code;

(k) No Default or Event of Default . (i) No Default or Event of Default shall have occurred and be continuing as of the date hereof under this Amendment, the Restated Loan Agreement or any other Loan Document after giving effect to this Amendment and the Transactions (as defined in the Restated Loan Agreement); (ii) no default (including any disputed default that is subject to arbitration under the terms of the Omnibus Agreement dated as of February 21, 2018 by and between the parties set forth therein attached hereto as Exhibit A (the “ Omnibus Agreement ”)) shall have occurred and be continuing as of the date hereof by Ultimate Parent or any of its subsidiaries or affiliates under the Omnibus Agreement (whether or not such defaults have become Omnibus Events of Default (as defined in the Omnibus Agreement), (iii) no Events of Default (as defined therein) shall have occurred and be continuing as of the date hereof

under (x) the Skilled RE Loan Documents, (y) the Revera Loan Documents or (z) the Welltower Lease, in each case as amended, restated, supplemented or modified and in effect as of the date hereof, and (iv) no material defaults shall have occurred and are continuing by Ultimate Parent or any of its subsidiaries under (x) any Material Master Lease, (y) any Material Indebtedness, or (z) any agreement with MidCap Financial Trust, in each case, that are not subject to a waiver or other similar agreement not to enforce any such contractual obligations in form and substance satisfactory to the Lenders;

(l) Legal Opinion . Administrative Agent and the Lenders shall have received an executed legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Parent Companies, covering such customary matters incident to this Amendment as Administrative Agent and Lenders may reasonably require and in form and substance reasonably satisfactory to Administrative Agent and Lenders;

(m) ABL Loan Documents . Prior to or substantially simultaneously with the making of Loans on the Restatement Date, the loans and other obligations under the ABL Credit Agreement have been either (x) amended or otherwise restructured such that all outstanding defaults thereunder have been satisfied or permanently waived and the terms of any amendment or restructured loans and other obligations, and the agreements related to the same, are reasonably acceptable to the Lenders, or (y) fully refinanced in a manner, as reasonably determined by the Lenders, substantially consistent with the terms and conditions set forth in that certain Commitment Letter, dated as of February 2, 2017 (the “ MidCap Commitment Letter ”), between MidCap Financial Trust and Ultimate Parent or on such other terms and conditions reasonably acceptable to the Lenders;

(n) Third Party Consents . All required third party consents in connection with this Amendment and the 2018 Term Loans have been obtained by Ultimate Parent and its subsidiaries;

(o) Material Master Lease Amendments . Administrative Agent and the Lenders shall have received a copy of (i) amendments to the Material Master Leases (other than that certain Master Lease, dated as of November 1, 2016, among LG-OHI Seaford LLC and certain affiliates thereof, as landlords, and Genesis LGO Operations LLC as tenant, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of the LGO Intercreditor Agreement and this Agreement (the “ LGO Lease ”), executed by the parties thereto, in form and substance reasonably acceptable to Administrative Agent and the Lenders and (ii) in the case of the LGO Lease, a waiver or other similar agreement in form and substance reasonably acceptable to Administrative Agent and the Lenders;

(p) Other Documents . Loan Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request.

5. Covenant to Cooperate with Respect to and Deliver Collateral Review . The Loan Parties agree to reasonably cooperate with Administrative Agent and the Lenders in conducting a Collateral review promptly upon the effectiveness of this Agreement. Administrative

Agent shall have the option in its reasonable discretion to hire a third party to audit the information received as to the Collateral on behalf of Administrative Agent. The Loan Parties agree promptly (but in no event later than 3 Business Days) upon request to reimburse Administrative Agent for the reasonable and documented out-of-pocket costs of Administrative Agent (including, without limitation, reasonable and documented out-of-pocket legal costs and expenses, and reasonable and documented expenses of any third party appraiser or auditor) in connection with the Collateral review contemplated hereby in an amount not to exceed $100,000 in the aggregate.

6. Reaffirmation of Loan Documents . By executing and delivering this Amendment, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Restated Loan Agreement, the Notes and the other Loan Documents, as applicable, (ii) agrees that this Amendment shall be a “Loan Document” under the Restated Loan Agreement and (iii) hereby expressly agrees that the Restated Loan Agreement, the Notes and each other Loan Document shall remain in full force and effect.

7. Reaffirmation of Grant of Security Interest in Collateral . Each Loan Party hereby expressly reaffirms, ratifies and confirms its obligations under the Guarantee and Collateral Agreement, including its mortgage, grant, pledge and hypothecation to Administrative Agent for the benefit of the Secured Parties, of the Lien on and security interest in, all of its right, title and interest in, all of the Collateral and it is the intent of the parties that such Lien on and security interest granted pursuant to the Guarantee and Collateral Agreement shall continue in full force and effect.

8. Confirmation of Liens; No Default . Each Loan Party hereby confirms that (i) after giving effect to this Amendment and the Transactions (as defined in the Restated Loan Agreement), there are no continuing Defaults or Events of Default that have not been waived or cured, (ii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Liens expressly permitted pursuant to Section 7.2 of the Restated Loan Agreement, and (iii) the agreements and obligations of Borrower and each other Loan Party contained in the Restated Loan Agreement, the other Loan Documents and in this Amendment constitute the legal, valid and binding obligations of Borrower and each other Loan Party, enforceable against Borrower and each other Loan Party in accordance with their respective 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.

9. Effect of Amendments . On and after the Restatement Date, as used in the Restated Loan Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall, unless the context otherwise requires, mean the Restated Loan Agreement and each reference to the Existing Loan Agreement in any Loan Document shall be deemed to be a reference to the Restated Loan Agreement. This Amendment shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Restated Loan Agreement or any other Loan Document.

10. Costs and Expenses . The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Amendment shall be governed by Section 5(g) of the Omnibus Agreement in lieu of Section 10.5 of the Restated Loan Agreement.

11. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND 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 RESTATED LOAN AGREEMENT ARE INCORPORATED, MUTATIS MUTANDIS, HEREIN BY REFERENCE.

12. Successors/Assigns . The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

13. Headings . Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

14. 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 Borrower and Administrative Agent.

15. Release of Claims . In consideration of the Lenders’ and Administrative Agent’s agreements contained in this Amendment, each Loan Party hereby releases and discharges each Lender and Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “ Released Person ”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the Existing Loan Agreement, the Restated Loan Agreement or any other Loan Document on or prior to the date hereof.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , each of the undersigned has executed this Amendment or has caused the same to be executed by its duly authorized representatives as of the date first above written.

GENESIS HEALTHCARE, INC. ,
as Ultimate Parent

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

FC-GEN OPERATIONS INVESTMENT, LLC,

as Borrower

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

GEN OPERATIONS I, LLC,

as Parent

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

GEN OPERATIONS II, LLC ,
as Holdings

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

1104281.02A-CHISR02A - MSW

EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO :

By: FC-GEN OPERATIONS INVESTMENT, LLC ,

its authorized agent

By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

WELLTOWER INC. ,
as Administrative Agent and Collateral Agent

By: /s/ Justin Skiver
Name: Justin Skiver
Title: Authorized Signatory

HCRI TUCSON PROPERTIES, INC.,
as Lender

By: /s/ Justin Skiver
Name: Justin Skiver
Title: Authorized Signatory

OHI MEZZ LENDER LLC,

as Lender

By: /s/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer

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

100 ST. CLAIRE DRIVE 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

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

1165 EASTON AVENUE OPERATIONS LLC

1165 EASTON AVENUE PROPERTY, LLC

120 MURRAY STREET OPERATIONS LLC

120 MURRAY STREET PROPERTY LLC

1201 RURAL AVENUE OPERATIONS LLC

12-15 SADDLE RIVER ROAD OPERATIONS LLC

1240 PINEBROOK ROAD, LLC

1245 CHURCH ROAD OPERATIONS LLC

1248 HOSPITAL DRIVE OPERATIONS LLC

1248 HOSPITAL DRIVE PROPERTY LLC

125 HOLLY ROAD OPERATIONS LLC

128 EAST STATE STREET ASSOCIATES, LLC

1350 E. LOOKOUT DRIVE OPERATIONS LLC

1351 OLD FREEHOLD ROAD OPERATIONS LLC

1361 ROUTE 72 WEST OPERATIONS LLC

140 PRESCOTT STREET OPERATIONS LLC

1420 SOUTH BLACK HORSE PIKE OPERATIONS LLC

1420 SOUTH BLACK HORSE PIKE PROPERTY, LLC

144 MAGNOLIA DRIVE OPERATIONS LLC

1501 SE 24TH ROAD, 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

1775 HUNTINGTON LANE, LLC

1801 TURNPIKE STREET OPERATIONS LLC

1801 WENTWORTH ROAD OPERATIONS LLC

184 BETHLEHEM PIKE OPERATIONS LLC

191 HACKETT HILL ROAD OPERATIONS LLC

1980 SUNSET POINT ROAD, LLC

2 DEER PARK DRIVE OPERATIONS LLC

20 SUMMIT STREET OPERATIONS LLC

200 MARTER AVENUE OPERATIONS LLC

200 REYNOLDS AVENUE OPERATIONS LLC

200 SOUTH RITCHIE AVENUE OPERATIONS LLC

201 NEW ROAD OPERATIONS LLC

201 WOOD STREET OPERATIONS LLC

2015 EAST WEST HIGHWAY OPERATIONS LLC

2015 EAST WEST HIGHWAY PROPERTY, 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

23 FAIR STREET OPERATIONS LLC

23 FAIR STREET PROPERTY, LLC

2305 RANCOCAS ROAD OPERATIONS LLC

239 PLEASANT STREET OPERATIONS LLC

24 TRUCKHOUSE ROAD OPERATIONS LLC

25 EAST LINDSLEY ROAD OPERATIONS LLC

2507 CHESTNUT STREET OPERATIONS LLC

2600 HIGHLANDS BOULEVARD, NORTH, LLC

2601 EVESHAM ROAD OPERATIONS LLC

261 TERHUNE DRIVE OPERATIONS LLC

261 TERHUNE DRIVE PROPERTY, LLC

262 TOLL GATE ROAD OPERATIONS LLC

2720 CHARLES TOWN ROAD OPERATIONS LLC

279 CABOT STREET OPERATIONS LLC

279 CABOT STREET PROPERTY LLC

290 HANOVER STREET OPERATIONS LLC

290 RED SCHOOL LANE OPERATIONS LLC

2900 TWELFTH STREET NORTH, LLC

292 APPLEGARTH ROAD OPERATIONS LLC

3 PARK DRIVE OPERATIONS LLC

30 PRINCETON BOULEVARD OPERATIONS LLC

30 WEST AVENUE OPERATIONS LLC

300 COURTRIGHT STREET OPERATIONS LLC

300 PEARL STREET OPERATIONS LLC

300 PEARL STREET PROPERTY LLC

3000 BALFOUR CIRCLE OPERATIONS LLC

3001 EVESHAM ROAD OPERATIONS LLC

302 CEDAR RIDGE ROAD OPERATIONS LLC

315 UPPER RIVERDALE ROAD LLC

32 HOSPITAL HILL ROAD OPERATIONS LLC

3227 BEL PRE ROAD OPERATIONS LLC

329 EXEMPLA CIRCLE OPERATIONS LLC

330 FRANKLIN TURNPIKE OPERATIONS LLC

333 GRAND AVENUE OPERATIONS LLC

333 GREEN END 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

3809 BAYSHORE ROAD OPERATIONS LLC

3865 TAMPA ROAD, LLC

390 RED SCHOOL LANE OPERATIONS LLC

4 HAZEL AVENUE OPERATIONS LLC

40 PARKHURST ROAD OPERATIONS LLC

400 29TH STREET NORTHEAST OPERATIONS LLC

400 29TH STREET NORTHEAST PROPERTY LLC

400 GROTON ROAD OPERATIONS LLC

4140 OLD WASHINGTON HIGHWAY OPERATIONS LLC

422 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

4602 NORTHGATE COURT, LLC

462 MAIN STREET OPERATIONS LLC

464 MAIN STREET OPERATIONS LLC

475 JACK MARTIN BOULEVARD OPERATIONS LLC

4755 SOUTH 48TH STREET OPERATIONS LLC

4755 SOUTH 48TH STREET PROPERTY LLC

4901 NORTH MAIN STREET OPERATIONS LLC

4927 VOORHEES ROAD, LLC

50 MULBERRY TREE STREET OPERATIONS LLC

500 EAST PHILADELPHIA AVENUE 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

55 KONDRACKI LANE OPERATIONS LLC

55 KONDRACKI LANE PROPERTY, LLC

5501 PERKIOMEN AVENUE OPERATIONS LLC

56 HAMILTON 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

61 COOPER STREET OPERATIONS LLC

610 DUTCHMAN’S LANE OPERATIONS LLC

610 TOWNBANK ROAD 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

70 GILL AVENUE OPERATIONS LLC

700 TOLL HOUSE AVENUE OPERATIONS LLC

700 TOWN BANK 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

7395 W. EASTMAN PLACE OPERATIONS LLC

740 OAK HILL ROAD OPERATIONS LLC

740 OAK HILL ROAD PROPERTY 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

78 OPAL STREET 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

93 MAIN STREET SNF OPERATIONS LLC

932 BROADWAY OPERATIONS LLC

9701 MEDICAL CENTER DRIVE OPERATIONS LLC

9738 WESTOVER HILLS BOULEVARD OPERATIONS LLC

98 HOSPITALITY DRIVE OPERATIONS LLC

98 HOSPITALITY DRIVE PROPERTY LLC

ALEXANDRIA CARE CENTER, LLC

ALTA CARE CENTER, LLC

ANAHEIM TERRACE CARE CENTER, LLC

BAY CREST CARE CENTER, LLC

BELEN MEADOWS HEALTHCARE AND REHABILITATION CENTER, LLC

BELMONT NURSING CENTER, LLC

BRADFORD SQUARE NURSING, LLC

BRIER OAK ON SUNSET, LLC

CAREERSTAFF UNLIMITED, LLC

CLAIRMONT LONGVIEW PROPERTY, LLC

CLAIRMONT LONGVIEW, LLC

CLOVIS HEALTHCARE AND REHABILITATION CENTER, LLC

COLONIAL TYLER CARE CENTER, LLC

COURTYARD JV LLC

CRESTVIEW NURSING, LLC

DIANE DRIVE OPERATIONS LLC

ELMCREST CARE CENTER, LLC

FC-GEN HOSPICE HOLDINGS, LLC

FIVE NINETY SIX SHELDON ROAD OPERATIONS LLC

FLATONIA OAK MANOR, LLC

FLORIDA HOLDINGS I, LLC

FLORIDA HOLDINGS II, LLC

FLORIDA HOLDINGS III, LLC

FORT WORTH CENTER OF REHABILITATION, LLC

FORTY SIX NICHOLS STREET OPERATIONS LLC

FORTY SIX NICHOLS STREET PROPERTY LLC

FOUNTAIN CARE CENTER, LLC

FOUNTAIN VIEW SUBACUTE AND NURSING CENTER, LLC

FRANKLIN WOODS JV LLC

GENESIS ADMINISTRATIVE SERVICES LLC

GENESIS BAYVIEW JV HOLDINGS, LLC

GENESIS CO HOLDINGS LLC

GENESIS CT HOLDINGS LLC

GENESIS DE HOLDINGS LLC

GENESIS DYNASTY OPERATIONS LLC

GENESIS ELDERCARE NETWORK SERVICES, LLC

GENESIS ELDERCARE PHYSICIAN SERVICES, LLC

GENESIS ELDERCARE REHABILITATION SERVICES, LLC

GENESIS HEALTH VENTURES OF NEW GARDEN, LLC

GENESIS HEALTHCARE LLC

GENESIS HOLDINGS LLC

GENESIS IP LLC

GENESIS LGO OPERATIONS 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 PARTNERSHIP LLC

GENESIS PROSTEP, LLC

GENESIS RI HOLDINGS LLC

GENESIS STAFFING SERVICES LLC

GENESIS TX HOLDINGS LLC

GENESIS VA HOLDINGS LLC

GENESIS VT HOLDINGS LLC

GENESIS WV HOLDINGS LLC

GHC BURLINGTON WOODS DIALYSIS JV LLC

GHC DIALYSIS JV LLC

GHC HOLDINGS II LLC

GHC HOLDINGS LLC

GHC JV HOLDINGS LLC

GHC MATAWAN DIALYSIS JV LLC

GHC PAYROLL LLC

GHC RANDALLSTOWN DIALYSIS JV LLC

GHC SELECTCARE LLC

GHC TX OPERATIONS LLC

GHC WINDSOR DIALYSIS JV LLC

GRANITE LEDGES JV LLC

GRANT MANOR LLC

GREAT FALLS HEALTH CARE COMPANY, L.L.C.

GRS JV LLC

GUADALUPE SEGUIN PROPERTY, LLC

GUADALUPE VALLEY NURSING CENTER, LLC

HALLETTSVILLE REHABILITATION AND NURSING CENTER, LLC

HALLMARK INVESTMENT GROUP, LLC

HALLMARK REHABILITATION GP, LLC

HARBORSIDE CONNECTICUT LIMITED PARTNERSHIP

HARBORSIDE DANBURY LIMITED PARTNERSHIP

HARBORSIDE HEALTH I LLC

HARBORSIDE HEALTHCARE ADVISORS LIMITED PARTNERSHIP

HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP

HARBORSIDE HEALTHCARE, LLC

HARBORSIDE MASSACHUSETTS LIMITED PARTNERSHIP

HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP

HARBORSIDE NORTH TOLEDO LIMITED PARTNERSHIP

HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP

HARBORSIDE OF DAYTON LIMITED PARTNERSHIP

HARBORSIDE OF OHIO LIMITED PARTNERSHIP

HARBORSIDE POINT PLACE, LLC

HARBORSIDE REHABILITATION LIMITED PARTNERSHIP

HARBORSIDE RHODE ISLAND LIMITED PARTNERSHIP

HARBORSIDE SWANTON, LLC

HARBORSIDE SYLVANIA, LLC

HARBORSIDE TOLEDO BUSINESS LLC

HARBORSIDE TOLEDO LIMITED PARTNERSHIP

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

HC 63 OPERATIONS LLC

HHCI LIMITED PARTNERSHIP

HOSPITALITY LUBBOCK PROPERTY, LLC

HOSPITALITY NURSING AND REHABILITATION CENTER, LLC

HUNTINGTON PLACE LIMITED PARTNERSHIP

KANSAS CITY TRANSITIONAL CARE CENTER, LLC

KENNETT CENTER, L.P.

KHI LLC

KLONDIKE MANOR LLC

LEISURE YEARS NURSING, LLC

LINCOLN HIGHWAY JV LLC

LINCOLN HIGHWAY OPERATIONS LLC

LIVE OAK NURSING CENTER, LLC

MAGNOLIA JV LLC

MARIETTA HEALTHCARE, LLC

MARYLAND HARBORSIDE, LLC

MASSACHUSETTS HOLDINGS I, LLC

MONTEBELLO CARE CENTER, LLC

MONUMENT LA GRANGE PROPERTY, LLC

MONUMENT REHABILITATION AND NURSING CENTER, LLC

MS EXTON HOLDINGS, LLC

MS EXTON, LLC

OAKLAND MANOR NURSING CENTER, LLC

ODD LOT LLC

OHIO HOLDINGS I, LLC

OWENTON MANOR NURSING, LLC

PDDTSE LLC

PEAK MEDICAL ASSISTED LIVING, LLC

PEAK MEDICAL COLORADO NO. 2, LLC

PEAK MEDICAL COLORADO NO. 3, LLC

PEAK MEDICAL IDAHO OPERATIONS, LLC

PEAK MEDICAL LAS CRUCES NO. 2, LLC

PEAK MEDICAL LAS CRUCES, LLC

PEAK MEDICAL MONTANA OPERATIONS, LLC

PEAK MEDICAL NEW MEXICO NO. 3, LLC

PEAK MEDICAL OF BOISE, LLC

PEAK MEDICAL OF COLORADO, LLC

PEAK MEDICAL OF IDAHO, LLC

PEAK MEDICAL OF UTAH, LLC

PEAK MEDICAL ROSWELL, LLC

PEAK MEDICAL, LLC

PINE TREE VILLA LLC

PM OXYGEN SERVICES, LLC

PROCARE ONE NURSES, LLC

PROPERTY RESOURCE HOLDINGS, LLC

REGENCY HEALTH SERVICES, LLC

REGENCY NURSING, LLC

RESPIRATORY HEALTH SERVICES LLC

RIO HONDO SUBACUTE AND NURSING CENTER, LLC

RIVERSIDE RETIREMENT LIMITED PARTNERSHIP

ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP

ROUTE 92 OPERATIONS LLC

ROYALWOOD CARE CENTER, LLC

SADDLE SHOP ROAD OPERATIONS LLC

SALISBURY JV LLC

SHARON CARE CENTER, LLC

SHG PARTNERSHIP, LLC

SHG RESOURCES, LLC

SKIES HEALTHCARE AND REHABILITATION CENTER, LLC

SKILES AVENUE AND STERLING DRIVE URBAN RENEWAL OPERATIONS LLC

SKILLED HEALTHCARE, LLC

SOUTHWOOD AUSTIN PROPERTY, LLC

SOUTHWOOD CARE CENTER, LLC

SR-73 AND LAKESIDE AVENUE OPERATIONS LLC

ST. ANTHONY HEALTHCARE AND REHABILITATION CENTER, LLC

ST. CATHERINE HEALTHCARE AND REHABILITATION CENTER, LLC

ST. ELIZABETH HEALTHCARE AND REHABILITATION CENTER, LLC

ST. JOHN HEALTHCARE AND REHABILITATION CENTER, LLC

ST. THERESA HEALTHCARE AND REHABILITATION CENTER, LLC

STATE STREET ASSOCIATES, L.P.

STATE STREET KENNETT SQUARE, LLC

STILLWELL ROAD OPERATIONS LLC

SUMMIT CARE PARENT, LLC

SUMMIT CARE, LLC

SUN HEALTHCARE GROUP, INC.

SUNBRIDGE BECKLEY HEALTH CARE LLC

SUNBRIDGE BRASWELL ENTERPRISES, LLC

SUNBRIDGE BRITTANY REHABILITATION CENTER, LLC

SUNBRIDGE CARE ENTERPRISES WEST, LLC

SUNBRIDGE CARE ENTERPRISES, LLC

SUNBRIDGE CARMICHAEL REHABILITATION CENTER, LLC

SUNBRIDGE CIRCLEVILLE HEALTH CARE LLC

SUNBRIDGE CLIPPER HOME OF PORTSMOUTH, LLC

SUNBRIDGE CLIPPER HOME OF ROCHESTER, LLC

SUNBRIDGE DUNBAR HEALTH CARE LLC

SUNBRIDGE GARDENDALE HEALTH CARE CENTER, LLC

SUNBRIDGE GLENVILLE HEALTH CARE, LLC

SUNBRIDGE GOODWIN NURSING HOME, LLC

SUNBRIDGE HALLMARK HEALTH SERVICES, LLC

SUNBRIDGE HARBOR VIEW REHABILITATION CENTER, LLC

SUNBRIDGE HEALTHCARE, LLC

SUNBRIDGE MARION HEALTH CARE LLC

SUNBRIDGE MEADOWBROOK REHABILITATION CENTER, LLC

SUNBRIDGE MOUNTAIN CARE MANAGEMENT, LLC

SUNBRIDGE NURSING HOME, LLC

SUNBRIDGE PARADISE REHABILITATION CENTER, LLC

SUNBRIDGE PUTNAM HEALTH CARE LLC

SUNBRIDGE REGENCY - TENNESSEE, LLC

SUNBRIDGE REGENCY-NORTH CAROLINA, LLC

SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC

SUNBRIDGE SALEM HEALTH CARE LLC

SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER, LLC

SUNBRIDGE STOCKTON REHABILITATION CENTER, LLC

SUNBRIDGE SUMMERS LANDING, LLC

SUNDANCE REHABILITATION AGENCY, LLC

SUNDANCE REHABILITATION HOLDCO, INC.

SUNDANCE REHABILITATION, LLC

SUNMARK OF NEW MEXICO, LLC

THE CLAIRMONT TYLER, LLC

THE EARLWOOD, LLC

THE HEIGHTS OF SUMMERLIN, LLC

THE REHABILITATION CENTER OF ALBUQUERQUE, LLC

THE REHABILITATION CENTER OF OMAHA, LLC

THREE MILE CURVE OPERATIONS LLC

TOWN AND COUNTRY BOERNE PROPERTY, LLC

TOWN AND COUNTRY MANOR, LLC

VINTAGE PARK AT SAN MARTIN, LLC

WAKEFIELD HEALTHCARE, LLC

WESTFIELD HEALTHCARE, LLC

WOODLAND CARE CENTER, LLC

WOODSPOINT LLC

EXHIBIT B

$167,100,417.51

AMENDED AND RESTATED TERM LOAN AGREEMENT

among

GENESIS HEALTHCARE, INC.,
as Ultimate Parent

FC-GEN Operations Investment, LLC,

as Borrower and LLC Parent,

GEN Operations I, LLC ,

as Parent,

GEN OPERATIONS II, LLC,
as Holdings,

The Several Lenders from Time to Time Parties Hereto,

and

WELLTOWER INC.
as Administrative Agent and Collateral Agent,

dated as of July 29, 2016,

as amended and restated as of March 6, 2018

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS		1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	34
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS		34
2.1	Commitments	34
2.2	[Reserved]	35
2.3	Procedure for Loan Borrowing	35
2.4	Repayment of Loans	35
2.5	Repayment of Loans	35
2.6	Fees, etc	36
2.7	Optional Prepayments	36
2.8	Mandatory Prepayments	36
2.9	[Reserved].	38
2.10	[Reserved].	38
2.11	Interest Rates and Payment Dates	38
2.12	Computations of Interest and Fees	38
2.13	[Reserved].	39
2.14	Pro Rata Treatment and Payments	39
2.15	Requirements of Law.	41
2.16	Taxes	42
2.17	[Reserved].	45
2.18	[Reserved].	45
2.19	Mitigation of Costs; Change of Lending Office	45
2.20	Replacement of Lenders	45
2.21	[Reserved].	45
2.22	[Reserved].	45
2.23	[Reserved].	45
2.24	Nature and Extent of Borrower’s Liability	45
SECTION 3. REPRESENTATIONS AND WARRANTIES		46
3.1	Corporate Existence; Compliance with Law	46
3.2	Loan Documents and Lease Amendment Agreements	47
3.3	Financial Statements	48
3.4	Material Adverse Effect	49
3.5	Solvency	49
3.6	Litigation	49
3.7	Taxes	49
3.8	Margin Regulations	49
3.9	No Burdensome Obligations; No Defaults	50
3.10	Investment Company Act	50
3.11	Labor Matters	50
3.12	ERISA	50
3.13	Environmental Matters	51
3.14	Intellectual Property	51
3.15	Title; Real Property	51
3.16	Full Disclosure	52
3.17	Patriot Act; OFAC	52

1101322.03B-CHISR02A - MSW

TABLE OF CONTENTS

Page

3.18	No Default	52
3.19	Use of Proceeds	52
3.20	Insurance	52
3.21	Reportable Transactions	53
3.22	Security Documents	53
SECTION 4. CONDITIONS PRECEDENT		53
SECTION 5. REPORTING COVENANTS		56
5.1	Financial Statements	56
5.2	Other Events	57
5.3	ERISA Matters	58
5.4	Environmental Matters	58
5.5	Other Information	58
SECTION 6. AFFIRMATIVE COVENANTS		59
6.1	Maintenance of Corporate Existence	59
6.2	Compliance with Laws, Etc	59
6.3	Payment of Obligations	60
6.4	Maintenance of Property	60
6.5	Maintenance of Insurance	61
6.6	Keeping of Books	61
6.7	Access to Books and Property	61
6.8	Environmental	61
6.9	Post Closing Obligations	62
6.10	Additional Collateral, etc	62
6.11	Further Assurances	64
6.12	Use of Proceeds	64
6.13	Material Master Leases	64
6.14	Local Counsel Opinions	65
6.15	Taxes	65
6.16	Omnibus Agreement	65
SECTION 7. NEGATIVE COVENANTS		65
7.1	Indebtedness	65
7.2	Liens	68
7.3	Sale and Lease-Back Transactions	71
7.4	Investments, Loans and Advances	71
7.5	Mergers, Consolidations, Sales of Assets and Acquisitions	74
7.6	Restricted Payments; Restrictive Agreements	76
7.7	Transactions with Affiliates	77
7.8	Business of the Borrower and the Restricted Subsidiaries	78
7.9	Other Indebtedness and Agreements	78
7.10	[Reserved].	79
7.11	Account Changes; Fiscal Year	79
7.12	Capital Expenditures	79
7.13	Minimum Fixed Charge Coverage Ratio	79
7.14	Maximum Leverage Ratio	80
7.15	Minimum Interest Coverage Ratio	80
7.16	Certain Cure Rights	81
SECTION 8. EVENTS OF DEFAULT		82

TABLE OF CONTENTS

Page

SECTION 9. THE AGENTS		84
9.1	Appointment	84
9.2	Delegation of Duties	84
9.3	Exculpatory Provisions	85
9.4	Reliance by the Agents	85
9.5	Non-Reliance on Agents and Other Lenders	86
9.6	Indemnification	86
9.7	Agent in Its Individual Capacity	87
9.8	Successor Agents	87
9.9	Authorization to Release Liens and Guarantees	87
9.10	Administrative Agent May File Proofs of Claim	88
SECTION 10. MISCELLANEOUS		88
10.1	Amendments and Waivers	88
10.2	Notices	90
10.3	No Waiver; Cumulative Remedies	91
10.4	Survival of Representations and Warranties	91
10.5	Payment of Expenses; Indemnification; Limitation of Liability	91
10.6	Successors and Assigns; Participations and Assignments	92
10.7	Adjustments; Set-off	95
10.8	Counterparts	96
10.9	Severability	96
10.10	Integration	96
10.11	GOVERNING LAW	96
10.12	Submission to Jurisdiction; Waivers	96
10.13	Acknowledgments	97
10.14	Confidentiality	97
10.15	Release of Collateral and Guarantee Obligations; Subordination of Liens	98
10.16	Accounting Changes	99
10.17	WAIVERS OF JURY TRIAL	99
10.18	USA PATRIOT ACT	99
10.19	Acknowledgement and Consent to Bail-In of EEA Financial Institution	99

iii

APPENDICES :

A Commitments

SCHEDULES :

1.1A Closing Date Mortgages

1.1B Subsidiary Guarantors

1.1C Unrestricted Subsidiaries

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

3.6 Litigation

3.7 Taxes

3.11 Labor Matters

3.12(b) Foreign Pension Plans

3.15 Title Real Property

3.19 Use of Proceeds

3.20 Insurance

3.22(a) UCC Filing Jurisdictions

6.9 Post Closing Obligations

7.1 Existing Indebtedness

7.2 Existing Liens

7.4 Existing Investments

7.7 Transactions with Affiliates

EXHIBITS :

A-1 Form of Notice of Borrowing

A-2 Form of Notice of Borrowing (2018 Term Loans)

B Form of Guarantee and Collateral Agreement

C Form of Compliance Certificate

D Form of Closing Certificate

E Form of Assignment and Assumption

F Form of Exemption Certificate

G Form of Solvency Certificate

H Form of Prepayment Notice

I Form of Promissory Note

J [reserved]

K [reserved]

L Form of Intercreditor Agreement

M Form of Intercompany Promissory Note

AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of March 6, 2018, among GENESIS HEALTHCARE, INC., a Delaware corporation (“ Ultimate Parent ”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“ LLC Parent ” or the “ Borrower ”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“ Parent ”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“ Holdings ”), HCRI TUCSON PROPERTIES, INC., a Delaware corporation (together with its successors and permitted assigns, “ Welltower Lender ”), and OHI MEZZ LENDER, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ Omega Lender ”; and together with Welltower Lender, the “ Initial Lenders ”) and any other Lender from time to time party to this Agreement and WELLTOWER INC., 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 Borrower, Ultimate Parent, Parent, Holdings, the Lenders, the Administrative Agent and the Collateral Agent previously entered into that certain Term Loan Agreement, dated as of July 29, 2016, as amended by that certain Amendment No. 1 to Loan Agreement, dated as of December 22, 2016, as amended by that certain Amendment No. 2 and Waiver to Loan Agreement, dated as of May 5, 2017, and as amended by that certain Amendment No. 3 to Loan Agreement, dated as of August 8, 2017 (as it may have been further amended, restated, amended and restated, supplemented or otherwise modified prior to the Restatement Date (as defined below), the “ Existing Term Loan Agreement ”), pursuant to which the Initial Lenders made term loans to the Borrower on the Closing Date in an aggregate initial principal amount of $120,000,000 (the “ Initial Term Loans ”);

WHEREAS, the Initial Term Loans made on the Closing Date and outstanding on the Restatement Date will remain outstanding under this Agreement (as defined below);

WHEREAS, the Borrower has requested the Lenders extend additional credit in the form of new term loans in an aggregate initial principal amount of $40,000,000, the proceeds of which will be used for the purposes described in Section 3.19 and Section 6.12 herein;

WHEREAS, pursuant to the Fourth Amendment (as defined below), the Borrower, Ultimate Parent, Parent, Holdings, the Lenders party thereto, the Administrative Agent and the Collateral Agent have agreed to amend and restate the Existing Term Loan Agreement (as defined below) in the form hereof; and

WHEREAS, the Lenders are willing to make and maintain the term loan facilities described herein available to the Borrower 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. DEFINITIONS

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.

“ 2012 Credit Agreement ”: the term loan agreement, dated as of December 3, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified), by and among LLC Parent,

Parent, Holdings, GHLLC, Sun Healthcare Group, Inc., the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent for the lenders, and the other agents party thereto.

“ 2012 Refinancing ”: the refinancing and termination in full of the 2012 Credit Agreement with the proceeds of Initial Term Loans and the discharge in full of all guarantees and collateral provided in connection therewith.

“ 2018 Term Loan Commitment ”: as defined in the Fourth Amendment.

“ 2018 Term Loans ”: as defined in the Fourth Amendment.

“ ABL Credit Agreement ”: the Fourth Amended and Restated Credit Agreement, dated as of the Restatement Date by and among, inter alios, the Borrowers (as defined therein), the Guarantors (as defined therein), the lenders party thereto and MidCap Funding IV Trust (as successor to Healthcare Financial Solutions, LLC), as administrative agent.

“ 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 ”: each of the asset-based revolving credit facilities incurred pursuant to the ABL Loan Documents.

“ Accounting Changes ”: as defined in Section 10.16 .

“ Acquired EBITDA ”: with respect to any Acquired Entity or Business or other property for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or such property (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 or such property), all as determined on a consolidated basis for such Acquired Entity or Business or such property.

“ Acquired Entity or Business ”: as defined in the definition of “Consolidated EBITDA”.

“ 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 the 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.

“ Agent-Related Persons ”: each Agent, together with its Related Parties.

“ Agents ”: the collective reference to the Collateral Agent and the Administrative Agent.

“ Agreement ”: this Amended and Restated Term Loan Agreement.

“ Applicable Indebtedness ”: as defined in the definition of “Weighted Average Life to Maturity”.

“ Approved Fund ”: as defined in Section 10.6(b) .

“ 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 Borrower 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, (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 and (xi) Dispositions of licenses in connection with the implementation of a UPL Program).

“ Assignee ”: as defined in Section 10.6(b).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit E .

“ Audited Financial Statements ”: Ultimate Parent’s audited Consolidated balance sheet as of December 31, 2015 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2013, December 31, 2014 and December 31, 2015.

“ Bail-In Action ”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ 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.

“ 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).

“ Borrower ”: as defined in the preamble hereto.

“ Borrowing Date ”: any Business Day specified by the Borrower as a date on which the Borrower 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 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.

“ 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 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 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.

“ 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 tha t, notwithstanding the foregoing, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the financial statements to be delivered pursuant to Section 5.1.

“ 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.

“ CapOne Letter of Credit Facility ” means that certain letter of credit facility entered into on or about the date hereof by Capital One, National Association (“ CapOne ”), as the issuing bank, and the Ultimate Parent and one or more additional Loan Parties, as the applicants, whereby CapOne will issue letters of credit for the account of one or more Loan Parties from time to time, as such letter of credit facility may be amended, restated, replaced, refinanced, extended, renewed or otherwise modified from time to time with one or more issuers in whole or in part.

“ 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 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 Closing Date (regardless of whether these or similar services were provided prior to the Closing Date 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; (y) 100% of the Capital Stock of any other of the managing members of LLC Parent or (z) 100% of the Capital Stock of SGH Partnership, LLC or Genesis Partnership, LLC (except, in each case, to the extent expressly permitted by Section 7.5(a)(i)(A)), (ii) except to the extent expressly permitted by Section 7.5(a)(i)(D), Ultimate Parent and LLC Parent shall cease to own, directly or indirectly, 100% of the Capital Stock of GHLLC, Parent, Holdings, Skilled Holdings or Genesis 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 or indirectly, 100% of the Capital Stock of GHLLC and Skilled Holdings; (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 ABL Loan Documents or any Material Master Leases shall have occurred.

“ Chattel Paper ”: as defined in the Guarantee and Collateral Agreement.

“ Closing Date ”: July 29, 2016.

“ Closing Date Mortgages ”: Mortgages on the real properties listed on Schedule 1.1A to be delivered pursuant to Section 4(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 obligation of such Lender, if any, to make a Loan to the Borrower under this Agreement in a principal amount not to exceed the amount set forth opposite such Lender’s name on Appendix A.

“ 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 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 and its Subsidiaries.

“ 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 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 $20,000,000 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 (including the Fourth Amendment), issuance of Capital Stock or entry into new (or amendments or modifications to) Material Master Leases, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed); provided that the costs, fees and expenses added pursuant to clause (vi) and this clause (vii), in the aggregate, shall not exceed 20% of Consolidated EBITDA in any period, 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 Borrower 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) [reserved], 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 Closing 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, plus (xi) solely in connection with calculating the Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio and Interest Coverage Ratio for any periods, the Customer Charge, minus (xii) 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, business or other property 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.

“ Consolidated EBITDAR ”: for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

“ 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 Borrower 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 Borrower 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 Borrower 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, the Borrower 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 Borrower 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 Borrower 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.

“ Consolidated Total Assets ”: as of any date of determination, the total amount of all assets of the Parent Companies, the Borrower 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 Borrower 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 Consolidated basis of the Parent Companies, the Borrower and the Restricted Subsidiaries (it being understood that cash and Cash Equivalents on deposit in an account in which the Collateral Agent, the collateral agent under the ABL Facility or, subject to the Intercreditor Agreement, the Skilled RE Lender or the MidCap RE Agent 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 and the Restricted Subsidiaries for the four fiscal quarter period ending on such date calculated on a Pro Forma Basis.

“ 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.

“ 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).

“ Customary Permitted Liens ”: any Lien permitted by Section 7.2 other than those described clauses (j), (k), (l), (m), (n), (o), (p), (s)(ii), (v), (w), (x), (z), and (bb) of Section 7.2.

“ Customer Charge ”: for any measurement period, without duplication, the amount of any cash or non-cash charge or write-down (net of any subsequent adjustment taken as income) recognized by the Borrower and the Ultimate Parent and/or their respective Subsidiaries, in respect of receivables owing by Fortis Management Group, Consulate Healthcare LLC and any applicable Affiliate thereof to the Borrower and the Ultimate Parent and/or their respective Subsidiaries.

“ 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.

“ 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 or property for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or property (determined as if references to the Parent Companies, the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and their Subsidiaries or such property), all as determined on a consolidated basis for such Sold Entity or Business or property.

“ 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 Borrower, 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 Borrower, 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 Borrower 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 Borrower 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.

“ EEA Financial Institution ”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ”: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ”: (a) any Lender, any Affiliate of a Lender and any Approved Fund, and (b) any commercial bank, insurance company, investment or mutual fund or other entity (other than a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act) and that extends credit or buys loans in the ordinary course; provided that none of the Parent Companies, the Borrower, their Subsidiaries, Permitted Investors or any other equity holder of a Parent Company or an Affiliate of a Permitted Investor or such equity holder shall be an Eligible Assignee.

“ 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 Borrower 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 Closing Date.

“ Equity Issuance ”: the issuance of any Capital Stock by Ultimate Parent, other than any Excluded Prepayment Equity Issuance. The term “Equity Issuance” shall not be deemed to include any Asset Sale.

“ 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.

“ 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 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-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.

“ EU Bail-In Legislation Schedule ”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ 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 Liquidity ”: as defined in Section 2.8(d).

“ Excess Liquidity Application Date ”: as defined in Section 2.8(d).

“ Excluded Prepayment Equity Issuance ”: the issuance by Ultimate Parent of its Capital Stock (a) in connection with employee stock option plans, employee stock ownership or purchase plans or other equity or incentive plans and (b)(i) as consideration in connection with, or (ii) to the extent the proceeds thereof are used to fund all or a portion of, an acquisition of assets related to healthcare facilities or any ancillary businesses related thereto or other Investment permitted pursuant to Sections 7.4(g) and 7.4(u); provided that if any portion of the proceeds of any issuance of Capital Stock described in clause (b)(ii) are not used to fund an acquisition or other Investment as described in clause (b)(ii) (the “ Uninvested Proceeds ”) within 180 days of receipt thereof by Ultimate Parent, then the portion of such Uninvested Proceeds shall be treated as proceeds of an Equity Issuance (and not an Excluded Prepayment Equity Issuance) for purposes of Section 2.8(b).

“ 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).

“ 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 Transaction 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).

“ Existing Term Loan Agreement ”: as defined in the recitals hereto.

“ Facility ”: the Commitments and the Loans made hereunder.

“ FATCA ”: 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) of the Code.

“ 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 Concessions ": (a) the accommodations made with respect to the Welltower Lease and the Sabra Lease on or prior to February 28, 2018, which provide for an aggregate annual rent

concession of approximately $54,000,000 and (b) the accommodations made with respect to the Loans under this Agreement and certain other loans made available to certain Subsidiaries of Ultimate Parent as borrowers thereunder, by (i) certain Affiliates of Omega Healthcare Investors, Inc., and (ii) Welltower Inc. and certain Affiliates thereof, on or prior to February 28, 2018, which provide for an annual aggregate reduction in cash interest expense of approximately $8,000,000.

“ 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 (i) Consolidated EBITDA minus Maintenance Capital Expenditures to (ii) Consolidated Fixed Charges of the Parent Companies, the Borrower 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 Borrower 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 Borrower or any of the Restricted Subsidiaries, or the imposition on the Parent Companies, the Borrower 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 Borrower 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.

“ Fourth Amendment ”: the Amendment No. 4 to Loan Agreement, dated as of the Restatement Date, among Ultimate Parent, the Borrower, Parent, Holdings, the Lenders party thereto and the Administrative Agent, which, among other things, effected the amendment and restatement of the Existing Term Loan Agreement.

“ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time.

“ Genesis Holdings ”: Genesis Holdings, LLC, a Delaware limited liability company.

“ GHLLC ”: Genesis HealthCare LLC, a Delaware limited liability company.

“ 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 Borrower 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 Borrower 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, mold, toxic mold, lead 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 Ultimate Parent or any of its Subsidiaries, as listed on Schedule 3.15 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 ”).

“ 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 (other than equity or security of Ultimate Parent), 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.

“ HUD ”: the U.S. Department of Housing and Urban Development.

“ HUD RE Loan Agreements ”: one or more regulatory agreements and each note, mortgage and security agreement related thereto, by and among, in each case, the HUD RE Entities party thereto, and the HUD-approved lenders party thereto, as applicable.

“ HUD RE Entities ”: each of the subsidiaries of Ultimate Parent from time to time party to the HUD RE Loan Agreements.

“ HUD Sub-Facility Credit Agreements ”: that certain Second Amended and Restated Credit Agreement, dated as of March 31, 2016, 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, MidCap Financial Trust (as successor to Healthcare Financial Solutions, LLC)], as administrative agent, and the lenders party thereto, as may be further amended, restated, replaced or otherwise modified from time to time.

“ HUD Sub-Facility Entities ”: each of the entities listed on Annex I-A and Annex I-B attached to the HUD Sub-Facility Credit Agreement and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

“ 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 2016 Commitment ”: as to any Lender, the commitment of such Lender to make Initial Term Loans in a principal amount not to exceed the amount set forth opposite such Lender’s name on Section 1 of Appendix A.

“ Initial Lenders ”: as defined in the preamble hereto.

“ Initial Term Loans ”: as defined in the recitals hereto.

“ Instrument ”: as defined in the Guarantee and Collateral Agreement.

“ Insurance Captive ”: Liberty Health Corporation, Ltd., a Bermuda company, Fountain View Reinsurance, Ltd., a Cayman Islands company, or any other 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 the 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 Third Amended and Restated Intercreditor Agreement, dated as of December 22, 2016, by and among the Administrative Agent, the “Administrative Agent” (as defined in the ABL Credit Agreement) and Skilled RE Lender (in its capacity as a lender under each Skilled RE Credit Agreement) and acknowledged by the Borrower and the other Loan Parties, and along with any

joinders made a part thereof from time to time (or any amendment or amendment and restatement reasonably acceptable to the Administrative Agent and the Borrower).

“ 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 Borrower and the Restricted Subsidiaries for the four fiscal quarter periods ending on such date calculated on a Pro Forma Basis.

“ Interest Payment Date ”: (a) the last Business Day of each month while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Loan, the date of any repayment or prepayment made in respect thereof and (c) the day that such Loan is required to be repaid.

“ Investments ”: as defined in Section 7.4.

“ IRS ”: the Internal Revenue Service.

“ 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.

“ Lease Amendment Agreement ”: each of the Welltower Lease Amendment Agreement, Omega Lease Amendment Agreement and Sabra Lease 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 existing as of the Closing Date or thereafter arising.

“ Lender ”: each Lender that has a Commitment or that holds a Loan.

“ LGO Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of November 1, 2016, by and among the LGO Landlords party thereto, the Administrative Agent and MidCap Funding IV Trust (as successor to Healthcare Financial Solutions, LLC) and acknowledged by certain Loan Parties party thereto as tenants, as it may be amended, restated, replaced or otherwise modified from time to time.

“ LGO Landlords ” means LG-OHI Seaford and certain of its affiliates as the landlords under the LGO Lease.

“ 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) and plus (iii) any other sources of liquid capital agreed in writing by the Lenders and the Borrower.

“ LLC Parent ”: as defined in the preamble hereto.

“ Loan Documents ”: the collective reference to this Agreement, the Security Documents and the Notes (if any).

“ Loan Parties ”: the Parent Companies, the Borrower and each Subsidiary Guarantor.

“ Loan Percentage ”: as to any Lender at any time, the percentage which the sum of such Lender’s Commitments then constitutes of the aggregate 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).

“ Loans ”: Loans made pursuant to Section 2.1. For the avoidance of doubt, the term “Loans” shall include the Initial Term Loans and the 2018 Term Loans.

“ Maintenance Capital Expenditures ”: for each annual 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 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 Leases ”: the collective reference to the Welltower Lease, the Sabra Lease and the Omega Lease.

“ Master Lease Intercreditor Agreements ”: the collective reference to the Welltower 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 Borrower 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 Borrower 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 Borrower 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 Borrower 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 Ultimate Parent or any of the Restricted Subsidiaries after the Closing Date if such facility master lease agreement, individually or in the aggregate when taken together with each other facility master lease from the same landlord or an Affiliate of the landlord, 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 6.13.

“ 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 Borrower 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 Borrower and the Restricted Subsidiaries on a Consolidated basis for such period, determined in accordance with GAAP, then the Borrower 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 Borrower 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 ”: July 29, 2020.

“ 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.

“ 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.

“ MidCap RE Agent ”: MidCap Financial Trust, in its capacity as administrative agent under each MidCap RE Credit Agreement together with its successors and assigns.

“ MidCap RE Borrowers ”: collectively, the subsidiaries of the Ultimate Parent set forth in Schedule 1.1(D) that will become borrowers under the MidCap RE Credit Agreement on the MidCap RE Closing Date.

“ MidCap RE Closing Date ”: the date after the Closing Date on which the MidCap RE Credit Facility closes.

“ MidCap RE Credit Agreement ”: collectively, the MidCap RE Credit Agreement (A-1) and the MidCap RE Credit Agreement (A-2).

“ MidCap RE Credit Agreement (A-1) ”: the Credit and Security Agreement (A-1), dated as of the MidCap RE Closing Date between the MidCap RE Borrowers from time to time party thereto, the MidCap RE Agent, 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 Intercreditor Agreement.

“ MidCap RE Credit Agreement (A-2) ”: the Credit and Security Agreement (A-2), dated as of the MidCap RE Closing Date between the MidCap RE Borrowers from time to time party thereto, the MidCap RE Agent, 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 Intercreditor Agreement.

“ MidCap RE Credit Facility ”: collectively, the term loan credit facilities incurred pursuant to the MidCap RE Loan Documents.

“ MidCap RE Loan Documents ”: collectively, the Financing Documents (as defined in each MidCap RE Credit Agreement).

“ MidCap RE Priority Collateral ”: the MidCap RE Priority Collateral (as defined in the Intercreditor Agreement); provided that, until the Midcap RE Closing Date, the collateral of the MidCap RE Borrowers shall be Skilled RE Priority Collateral to the extent such MidCap RE Borrower is a Skilled RE Borrower on the Closing Date.

“ 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 Borrower (taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded). Mortgage shall specifically include the Closing Date Mortgages.

“ 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.

“ 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 Borrower 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 in which the Collateral Agent has (or is intended to have), whether pursuant to the Intercreditor Agreement or otherwise, a first priority perfected security interest) and other reasonable fees and expenses (including legal fees and expenses) actually incurred by the Parent Companies, the Borrower or any of the Restricted Subsidiaries in connection therewith and net of Taxes paid or reasonably estimated to be payable by such Parent Company, the 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 Borrower 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) 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 Capital ”: Capital Stock or Qualified Mezzanine Debt.

“ Non-Excluded Taxes ”: as defined in Section 2.16(a).

“ 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 Borrower, 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 Borrower 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 Borrower 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 existing as of the Closing Date or thereafter 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 Borrower pursuant hereto) or otherwise;

other than Excluded Swap Obligations; provided that (a) obligations of the Parent Companies, the Borrower 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 Amended and Restated Intercreditor Agreement, dated as of July 29, 2016, by and among, inter alios , the Administrative Agent, MidCap Funding IV Trust (as successor to Healthcare Financial Solutions, LLC), as administrative agent under the ABL Credit Agreement, Landlord (as defined therein) and Tenants (as defined therein), as it may be amended, restated, replaced or otherwise modified from time to time .

“ Omega Lease ”: the Second Consolidated Amended and Restated Master Lease Agreement, dated as of January 30, 2015, by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement).

“ Omega Lease Amendment Agreement ”: the Ninth Amendment to the Omega Lease, dated as of the Restatement Date, by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement).

“ Omega Lender ”: as defined in the preamble hereto.

“ Omnibus Agreement ”: as defined in the Fourth Amendment.

“ 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 ”: 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).

“ 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 provides 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) previously relationships between 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) 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 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 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 Welltower 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 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 (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) 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.

“ 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.

“ PIK Interest ”: interest paid in kind by adding such interest then due to the unpaid principal amount of the Loans.

“ 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.

“ Pro Forma Basis ”: for any period, with respect to the Transactions, the Skilled Transactions or any proposed acquisition, investment, distribution, incurrence or prepayment of Indebtedness 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 or permanently repaid during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred or permanently repaid on the transaction date as if the Indebtedness had been incurred or permanently repaid on the first day of the relevant period (it being acknowledged and agreed that any revolving Indebtedness shall only be deemed to be permanently repaid if at the time of repayment the commitments thereunder are reduced by the amount of the prepayment); (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; (d) pro forma effect will be given to any amendment or other modification of any Material Master Lease as if such amendment or other modification shall have occurred at the beginning of the relevant period; (e) 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; and (f) pro forma effect will be given to the Financial Concessions as if they have been in effect from and after January 1, 2017. For purposes of determining Consolidated Interest Expense, Consolidated Cash Interest Expense, Consolidated Fixed Charges, 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 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).

“ 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).

“ Qualified Mezzanine Debt ”: unsecured Indebtedness that does not mature prior to the date that is 181 days after the Maturity Date.

“ 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, including, without limitation, such obligations under the MidCap RE Loan Documents, the Revera Loan Documents and the Skilled RE Loan Documents.

“ 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 Borrower, 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).

“ 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 Borrower 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 Borrower, or any of the Restricted Subsidiaries by a Responsible Officer stating that the Parent Companies, the Borrower, 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 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 Borrower, 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.

“ 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.

“ Required Prepayment Date ”: as defined in Section 2.8(f).

“ 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 Borrower, as applicable, and, with respect to financial matters, the chief financial officer (or similar title) or treasurer (or similar title) of Ultimate Parent.

“ Restatement Date ”: March 6, 2018.

“ 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 Borrower or any Restricted Subsidiary.

“ Restricted Subsidiary ”: any Subsidiary that is not an Unrestricted Subsidiary.

“ Revera Borrowers ”: collectively, the subsidiaries of Ultimate Parent that are borrowers under the Revera Credit Agreement.

“ Revera Credit Agreement ”: the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016 (as amended, restated, amended and restated, supplemented or modified), between Revera Borrowers, Revera 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.

“ Revera Lender ”: Welltower Inc., in its capacity as lender under the Revera Credit Agreement together with its successors and assigns.

“ Revera Loan Documents ”: has the meaning assigned to the term “Loan Documents” in the Revera Credit Agreement.

“ Sabra Intercreditor Agreement ”: the Amended and Restated Amendment to Lease and Intercreditor Agreement, dated as of July 29, 2016, by and among, inter alios , the Landlord (as defined therein), the Administrative Agent, MidCap Funding IV Trust (as successor to Healthcare Financial Solutions, LLC), as administrative agent under the ABL Credit Agreement , as it may be amended, restated, replaced or otherwise modified from time to time .

“ Sabra Lease ”: collectively, the Leases and Master Leases between certain affiliates of Sabra Healthcare REIT, Inc. and the tenant parties thereto.

“ Sabra Lease Amendment Agreement ”: collectively, the Lease and Master Lease Amendments, dated as of the Restatement Date, between certain affiliates of Sabra Healthcare REIT, Inc. and the tenant parties thereto.

“ 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.

“ 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.

“ Skilled Acquisition ”: the indirect acquisition of Ultimate Parent and the consummation of the transactions described therein.

“ Skilled Holdings ”: Skilled HealthCare, LLC, a Delaware limited liability company.

“ Skilled RE Borrowers ”: collectively, the subsidiaries of Ultimate Parent that are borrowers under the Skilled RE Credit Agreement.

“ Skilled RE Credit Agreement ”: collectively, the Skilled RE Credit Agreement (A-2) and the Skilled RE Credit Agreement (Consolidated).

“ Skilled RE Credit Agreement (A-2) ”: the Amended and Restated Loan Agreement (A-2), dated as of December 22, 2016 (as amended, restated, amended and restated, supplemented or modified), between the Skilled RE Borrowers from time to time party thereto, 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 Intercreditor Agreement.

“ Skilled RE Credit Agreement (Consolidated) ”: the Consolidated, Amended and Restated Loan Agreement, dated as of December 22, 2016 (as amended, restated, amended and restated, supplemented or modified), between the Skilled RE Borrowers from time to time party thereto, 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 Intercreditor Agreement.

“ Skilled RE Credit Facility ”: collectively, the term loan credit facilities incurred pursuant to the Skilled RE Loan Documents.

“ Skilled RE Lender ”: Welltower, Inc., in its capacity as lender under the Skilled RE Credit Agreement, together with its successors and assigns.

“ Skilled RE Loan Documents ”: collectively, the Loan Documents (as defined in the Skilled RE Credit Agreement).

“ Skilled RE Priority Collateral ”: the HCN Priority Collateral (as defined in the Intercreditor Agreement).

“ Skilled Transactions ”: collectively, (a) the Skilled Acquisition; (b) the execution and delivery of the Skilled RE 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”.

“ 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.

“ Specified RE Asset Sales ”: Dispositions permitted under clause (E) of Section 7.5(b).

“ 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 Borrower, 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 1.1B, and each other Restricted Subsidiary that is or becomes a party to this Agreement pursuant to Section 6.10; provided that in no event shall a HUD Sub-Facility Entity or a HUD RE Entity be deemed as a Subsidiary Guarantor.

“ Subsidiary Redesignation ”: as defined in the definition of “Unrestricted Subsidiary”.

“ Swap Transaction ”: means any agreement, contract or transaction between the Borrower and any Secured Party that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Tax Affiliate ”: (a) the Borrower and (b) any Affiliate of the Borrower with which the 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 Ultimate Parent 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 consummation of the 2012 Refinancing; (b) the execution and delivery of the Loan Documents and the incurrence of the obligations thereunder; (c) the amendment or amendment and restatement of the ABL Facility, the Revera Loan Documents, the Skilled RE Loan Documents, the Material Master Leases and the related transactions intended to be consummated on or about the Closing Date and the Restatement Date, as applicable and (d) the payment of all fees and expenses to be paid in connection with the foregoing.

“ TRICARE ”: (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).

“ Trigger Event ”: (a) any Default or Event of Default under Sections 8(b), (c), (g), (h) or (l), (b) a Default or Event of Default under Section 7.13, 7.14 or 7.15 or (c) the acceleration of the Loans pursuant to Section 8 upon the unanimous approval of Welltower Lender and Omega Lender as sole Lenders hereunder; provided, that solely for the basis of determining whether a Trigger Event has occurred under clause (b) of this definition, no Default or Event of Default under Sections 7.13, 7.14 or 7.15 shall be deemed to have occurred at any time if the Borrower was in compliance at such time with such provisions as of the most recently ended fiscal quarter for which financial statements under Section 5.1(a) or (b) have been delivered or should have been delivered.

“ UCC ”: the Uniform Commercial Code of the State of New York, as in effect on the Closing Date.

“ Ultimate Parent ”: has the meaning specified in the recitals to this Agreement.

“ United States ”: the United States of America.

“ Unrestricted Subsidiary ”: (a) any Subsidiary of Ultimate Parent designated by the Borrower as an Unrestricted Subsidiary hereunder on Schedule 1.1C or by written notice to the Administrative Agent; provided that the Borrower 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 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 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 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 the Borrower or any Parent Company be permitted to be designated as an Unrestricted Subsidiary.

“ 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, Ultimate Parent or any Restricted Subsidiary 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 ”: as defined in Section 2.16(e).

“ 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).

“ Waivable Mandatory Prepayment ”: as defined in Section 2.8(f).

“ 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.

“ Welltower Intercreditor Agreement ”: the Amended and Restated Amendment to Lease and Intercreditor Agreement, dated as of July 29, 2016, by and among, inter alios , the Landlord (as defined therein), the Administrative Agent, MidCap Funding IV Trust, (as successor to Healthcare Financial Solutions, LLC), as administrative agent under the ABL Credit Agreement, as it may be amended, restated, replaced or otherwise modified from time to time .

“ Welltower Lease ”: the Twentieth Amended and Restated Master Lease Agreement, dated as of January 31, 2017, 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.

“ Welltower Lease Amendment Agreement ”: the Third Amendment to the Welltower Lease, dated as of the Restatement Date, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company and Genesis Operations, LLC, a Delaware limited liability company.

“ Welltower Lender ”: as defined in the preamble hereto.

“ 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.

“ Write-Down and Conversion Powers ”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Other Definitional Provisions . 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.

(a) 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 Borrower 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, extended, replaced or refinanced from time to time (subject to any restrictions or qualifications on such amendments, restatements, supplements, restatements, modifications, extensions, replacements or refinancings set forth herein or in the Intercreditor Agreement or any Material Master Lease Intercreditor Agreement). 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.

(b) Unless otherwise specified herein, any calculation of the Fixed Charge Coverage Ratio, Interest Coverage Ratio, and Consolidated Total 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.

(c) 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.

(d) The term “license” shall include sub-licenses.

(e) The term “lease” shall include sub-leases.

(f) 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 Commitments . Each Lender made an Initial Term Loan in Dollars to the Borrower on the Closing Date in an amount equal to the amount of the Initial 2016 Commitment of such Lender. Subject to the terms and conditions set forth in the Fourth Amendment and hereof, each Lender severally agrees to

make the 2018 Term Loans in Dollars to the Borrower on the Restatement Date in an amount equal to the amount of the 2018 Term Loan Commitment of such Lender.

2.2 [ Reserved ] .

2.3 Procedure for Loan Borrowing . The Borrower shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit A-2 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 applicable Borrowing Date) requesting that the Lenders make the Loans on the applicable Borrowing Date and specifying (i) the aggregate principal amount to be borrowed, (ii) the requested Borrowing Date and (iii) the Borrower. 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 applicable Borrowing 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 . (a) The Initial Term Loan of each Lender shall be payable in equal consecutive monthly installments, commencing on August 31, 2016, on the last Business Day of each calendar month following the Closing Date, until and including January 31, 2018, and each such monthly installment shall be in an amount equal to such Lender’s pro rata share of the amount indicated below (as adjusted to reflect any prepayments thereof in accordance with Section 2.14(h)):

Date of Payment	Principal Payment
Commencing on August 31, 2016, and continuing on the last Business Day of each calendar month until and including January 31, 2018	$250,000

(a) After January 31, 2018, no amortization payments shall be payable on any Loans, including the Initial Term Loans.

(b) The unpaid principal amount of the Initial Term Loans and the 2018 Term Loans shall be payable on the Maturity Date.

2.5 Repayment of Loans . The 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 Borrower 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). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower from time to time outstanding from the Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.11.

(a) 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 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 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.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the 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.

(c) The Administrative Agent, on behalf of the Borrower, 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, (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 Borrower 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(d) shall, to the extent permitted by applicable law, be conclusive absent manifest error, and the Lenders shall treat each registered holder as the owner of such Loan for all purposes of this Agreement, notwithstanding any notice to the contrary.

(e) Any Lender may request that the Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender or 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 payee named therein and its registered assigns.

2.6 Fees, etc . The 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 . The Borrower 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, one Business Day prior thereto, which notice shall specify the date and amount of prepayment. 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 $500,000 or a whole multiple of $500,000 in excess thereof, and shall be subject to the provisions of Section 2.14.

(a) 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 . 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 Borrower or any of the Restricted Subsidiaries, the Borrower 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.

(a) If on any date any of the Parent Companies, the Borrower or any of the Restricted Subsidiaries shall receive Net Cash Proceeds from an issuance or incurrence of New Capital, the Borrower shall pay an amount equal to 100% of such Net Cash Proceeds substantially concurrently with

the receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.14(i).

(b) If on any date any of the Parent Companies, the Borrower 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 (A) ABL Priority Collateral (as defined in the Intercreditor Agreement), (B) Skilled RE Priority Collateral, (C) MidCap RE Priority Collateral or (D) Specified RE Asset Sales) or any Recovery Event (other than any Recovery Event that is of (i) ABL Priority Collateral (as defined in the Intercreditor Agreement), (ii) Skilled RE Priority Collateral, (iii) MidCap RE Priority Collateral or (iv) Specified RE Asset Sales) then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall pay an amount equal to 100% of such Net Cash Proceeds within five 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 delivery of such Reinvestment Notice shall be subject to the Administrative Agent’s reasonable consent; provided , further , that notwithstanding the foregoing, (1) 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 (2) 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, as of the last day of any fiscal quarter of Ultimate Parent, commencing with the fiscal quarter ending September 30, 2016, Ultimate Parent and its Restricted Subsidiaries shall have Liquidity (after giving pro forma effect to borrowings and letters of credit made or issued under the ABL Credit Agreement on or prior to the last day of such fiscal quarter) in excess of $400,000,000 (such excess amount, “ Excess Liquidity ”), the Borrower shall, on the relevant Excess Liquidity Application Date thereafter, pay an amount equal to 100% of such Excess Liquidity 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 Liquidity Application Date ”) no later than three Business Days after the date financial statements with respect to such fiscal quarter (or fiscal year with respect to the fourth fiscal quarter) are required to be delivered pursuant to Section 5.1(a) or 5.1(b), as applicable.

(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 Borrower is required to make any mandatory prepayment under Section 2.8 (b), (c) or (d) (each, a “ Waivable Mandatory Prepayment ”), not less than five Business Days prior to the date (the “ Required Prepayment Date ”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower 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 shall give written notice to the Borrower 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 and the Administrative Agent of its election to exercise such option on or before two Business Days prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). The Administrative Agent shall notify the Borrower at least one Business Day prior to the Required Prepayment Date of the decision of the Lenders. If all of the Lenders unanimously agree to exercise their options to refuse such Waivable Mandatory Prepayment, then the amount of the Waivable

Mandatory Prepayment shall be retained by the Borrower and used by the Borrower for working capital and other general corporate purposes. If any Lender does not agree to exercise their option to refuse such Waivable Mandatory Prepayment, then the Borrower shall make a prepayment of the Loans in the amount of Waivable Mandatory Prepayment, which prepayment shall be applied in accordance with Section 2.14.

2.9 [Reserved].

2.10 [Reserved].

2.11 Interest Rates and Payment Dates . Each Initial Term Loan shall bear interest at a rate per annum equal to 14.00%.

(a) Each 2018 Term Loan shall bear interest at a rate per annum equal to 10.00%.

(b) 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).

(c) Interest shall be payable by the Borrower 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.

(d) The Borrower may elect to pay up to (i) from the Closing Date to and including February 21, 2018, 2.00% per annum and (ii) thereafter, 9.00% per annum of interest on the Initial Term Loans as PIK Interest and such PIK Interest shall be added to the aggregate principal balance of the Loans in arrears on the applicable Interest Payment Date. The Borrower may elect to pay up to 5.00% per annum of interest on the 2018 Term Loan as PIK Interest and such PIK Interest shall be added to the aggregate principal balance of the Loans in arrears on the applicable Interest Payment Date. The Borrower shall deliver to the Administrative Agent, at least five (5) Business Days prior to the applicable Interest Payment Date, a written notice setting forth (i) its election to pay a percentage of interest in the form of PIK Interest and (ii) the percentage of interest that shall constitute PIK Interest on the applicable Interest Payment Date. Any such election shall be deemed to remain in effect until superseded by a subsequent notice delivered as set forth in the preceding sentence. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, the Borrower may not pay any interest as PIK Interest. The Borrower and the Administrative Agent acknowledge and agree that, (i) effective as of February 22, 2018, the Borrower shall be deemed to have elected to pay 9% per annum of the interest as PIK Interest on the Initial Term Loan and (ii) effective as of the Restatement Date, the Borrower shall be deemed to have elected to pay 5.00% per annum of the interest as PIK Interest on the 2018 Term Loan, and that no separate notice shall be required hereunder until such time as the Borrower elects (if ever) to adjust the percentage of interest that shall constitute PIK Interest.

2.12 Computations of Interest and Fees . All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 365/366 days 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 and shall be conclusive, binding and final for all purposes, absent manifest error.

2.13 [Reserved] .

2.14 Pro Rata Treatment and Payments . Each borrowing by the Borrower from the Lenders hereunder and each payment by the Borrower shall be made pro rata according to the respective Loan Percentages of the relevant Lenders in respect of each tranche of the Loans. Each payment (including prepayments) in respect of principal, interest or fees in respect of Loans shall be applied pro rata among tranches of Loans. Except as set forth in Section 2.14(i) 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 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.

(a) Payments . The Borrower 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 in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

Bank Name: KeyBank

Address: 127 Public Square, Cleveland, OH 44114

ABA #: 041001039

Account #: 353321001011

Account Name: Welltower Inc.

(b) Payment Dates . If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the then applicable rate during such extension.

(c) Advancing Payments . 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 Borrower 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 and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Loans under the relevant Facility, on demand,

from the Borrower. If the Borrower 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 Borrower the amount of such interest paid by the Borrower 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.

(i) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is 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 Borrower 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 Borrower.

(d) 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 Borrower shall be applied to repay the Obligations the Borrower designates. Amounts repaid or prepaid pursuant to this clause (e) or clause (f) below on account of the Loans may not be reborrowed.

(e) 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 Borrower 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 in accordance with Section 2.14(h), and second , the excess (if any) shall be retained by the Borrower.

(f) 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 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 Borrower 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.

(g) Application of Payments Generally . 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 Borrower shall determine. Each mandatory prepayment on account of principal of and interest on the Loans pursuant to Sections 2.8(a) , (b) , (c) and (d) shall be applied first, to the payment required to be made on the Maturity Date and second, to the remaining scheduled installments of principal in inverse order of maturity. 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).

(h) Notwithstanding anything in this Agreement to the contrary, provided no Trigger Event has occurred and is continuing at the time of such prepayment, any payment made by the Borrower pursuant to Section 2.8(b) shall be applied: first , to repay the outstanding principal balance and accrued interest of the Loans of Welltower Lender until such Loans are paid in full, second , to repay the outstanding principal balance and accrued interest of the Loans of Omega Lender until such Loans are paid in full and third , the excess (if any) shall be retained by the Borrower. In the event a Trigger Event has occurred and is continuing at the time of such prepayment, any payment made by the Borrower pursuant to Section 2.8(b) shall be applied pursuant to the terms of Section 2.14(a). Notwithstanding any provision of this Section 2.14(i), any payment made to Welltower Lender pursuant to the order of priority set forth above shall not be subject to later rescission or recovery by any party, including Omega Lender, on the basis that a Trigger Event based on clause (b) of the definition thereof was in effect at the time of the payment, provided that in the event the most recent financial statements delivered pursuant to Section 5.1(a) or (b) prior to the time of such payment show that a Trigger Event based on clause (b) of the definition thereof had occurred and was continuing at the time of such payment, such payment made to Welltower Lender pursuant to this Section 2.14(i) shall be subject to recovery at the option of Omega Lender and, if so recovered, shall be applied as set forth in Section 2.14(a).

2.15 Requirements of Law .

(a) [Reserved].

(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 Closing Date 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 (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 Borrower 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 (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 Borrower 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 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 Borrower 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 . All payments made by or on behalf of the Borrower 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, as of the Closing Date or thereafter 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), franchise Taxes, and branch profits taxes, in each case (A) 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), or (B) imposed as a result of the Administrative Agent or any Lender being organized under the laws of or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); (ii) 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 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 Borrower with respect to such withholding Tax pursuant to this Section or (B) or is attributable to such Lender’s failure to comply with Section 2.16(d) and Section 2.16(e), and (iii) any United States withholding Tax imposed under FATCA (together the amounts described in clauses (i)-(iii) 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 Borrower or any Guarantor hereunder, the amounts payable by the Borrower 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.

(a) The Borrower 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.

(b) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower 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 Borrower showing payment thereof if such receipt is obtainable, or, if not, other reasonable evidence of payment satisfactory to the Administrative Agent.

(c) 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 and the Administrative Agent (or, in the case of a Participant, to the Borrower and to the Lender from which the related participation shall have been purchased) (i) two accurate and complete signed copies of IRS Form W-8ECI, W-8EXP, W-8BEN or W-8BEN-E (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 signed copies of IRS Form W-8BEN or W-8BEN-E, 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), and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent. 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.

(d) 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 and the Administrative Agent two accurate and complete 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, and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent. 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.

(e) The Borrower shall indemnify the Administrative Agent and any Lender, within 30 days after the written demand therefor, for 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 or required to be withheld or deducted from a payment to the Administrative Agent or Lender and any reasonable expenses arising therefrom or with respect thereto, 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 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.

(f) 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 Borrower or with respect to which the Borrower have paid additional amounts pursuant to this Section, it shall promptly pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower 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 (including Taxes) 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 Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (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 Borrower pursuant to this paragraph (g) the payment of which would place the Lender or the Administrative Agent in a less favorable net after-Tax position than the Lender or the Administrative Agent 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 Borrower or any other Person.

(g) 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 Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower 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.

(h) 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 and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower 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 or the Administrative Agent as may be necessary for the Borrower 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.

(i) The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

2.17 [Reserved].

2.18 [Reserved].

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 or 2.16(a) with respect to such Lender, it will, if requested by the Borrower, 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 Borrower or the rights of any Lender pursuant to Section 2.15 or 2.16(a).

2.20 Replacement of Lenders . The Borrower shall be permitted to replace with a financial institution any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.15 or 2.16, (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 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), (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6, (v) the Borrower 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, (vi) if applicable, the replacement financial institution shall consent to such amendment or waiver, (vii) in the case of any such assignment resulting from a claim for reimbursement under Section 2.15 or Section 2.16, such assignment will result in a reduction in such reimbursement thereafter; (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall be an Eligible Assignee.

2.21 [Reserved] .

2.22 [Reserved] . [Reserved] .

2.23 Nature and Extent of Borrower’s Liability . The 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 the 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 (including, without limitation, on the Restatement Date), that:

3.1 Corporate Existence; Compliance with Law . 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 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, (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, and (vi) as of the Restatement Date, solely with respect to each Loan Party, no Loan Party has changed its name since the Closing Date.

(a) Except as set forth on Schedule 3.1(b) , each Healthcare Facility (i) is being operated or managed as an assisted living, skilled nursing or independent living facility, (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 Healthcare Facility that bills a federal health care program 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 GHLLC. 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 could not reasonably be expected to have a Material Adverse Effect.

(b) 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.

(c) 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 GHLLC, (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 GHLLC.

(d) 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 the 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 Ultimate Parent.

(e) 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 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 Ultimate Parent. 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 Amendment Agreements . The execution, delivery and performance by each Loan Party of the Loan Documents and Lease Amendment Agreements to which it is a party and the Omnibus Agreement 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 Restatement Date, obtained or made, copies of which have been, or, upon request, will be, prior to the Restatement Date, made available or delivered to the Administrative Agent, and each of which on the Restatement 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.

(a) 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 . The Audited Financial Statements 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 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.

(a) The unaudited Consolidated balance sheets with respect to Ultimate Parent dated September 30, 2017, 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 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.

(b) The Consolidated pro forma balance sheet of Ultimate Parent and its Subsidiaries as at September 30, 2017, and the related Consolidated pro forma statements of income and cash flows of Ultimate Parent and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of Ultimate Parent, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated pro forma financial condition of Ultimate Parent and its Subsidiaries as at such date and the Consolidated pro forma results of operations of Ultimate Parent and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactions, all in accordance with GAAP.

(c) The annual business plan and the Consolidated forecasted projections of Ultimate 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, 2016, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect , except as disclosed on any 10-K or 10-Q filed by Ultimate Parent or any 8-K filed by Ultimate Parent prior to February 2, 2018 .

3.5 Solvency . Both before and after giving effect to (a) the disbursement of the proceeds of the Loans, (b) the consummation of the transactions contemplated by the Fourth Amendment 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 Borrower and the Restricted Subsidiaries, on a Consolidated 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.

The Borrower is treated as a partnership for U.S. federal income tax purposes and for all applicable state income tax purposes and has not made any election to be treated as an association taxable as a corporation under the Code or under any corresponding provision of federal, state or local tax law.

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 Restatement 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 . 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.

(a) Schedule 3.12(b) sets forth, as of the Restatement 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 business, (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 . Set forth on Schedule 3.15 is, as of the Restatement Date, a complete and accurate list of (i) all Healthcare Facilities and other material real property in which any Loan Party and any Restricted Subsidiary owns a leasehold, joint venture or other interest, 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 Restatement Date.

(a) 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 the real property on Schedule 3.15 and such 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 . 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.

(a) 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 . After giving effect to the Fourth Amendment, no Default or Event of Default has occurred and is continuing.

3.19 Use of Proceeds . The Borrower used the proceeds of the Initial Term Loans made on the Closing Date (i) to finance the 2012 Refinancing; (ii) to pay all related fees and expenses associated with the foregoing and (iii) for working capital and general corporate purposes. The Borrower shall use the proceeds of the 2018 Term Loans (i) as set forth in Schedule 3.19; (ii) to pay all related fees and expenses associated with the foregoing and (iii) 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 general liability, casualty, property and business interruption insurance maintained by each Loan Party for itself or for the Restricted Subsidiaries as of the Restatement Date. As of the Restatement Date, such insurance is in full force and effect and all premiums have been duly paid. As of the Restatement Date, 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 . 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 Liens permitted by Section 7.2. 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 Customary Permitted Liens).

(a) Upon the execution and delivery of any Closing Date Mortgage and 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 Borrower, 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

4.1 The obligation of each Lender to make the Initial Term Loans on the Closing Date is subject to the satisfaction (or waiver) of (i) each of the conditions precedent set forth in the Initial Lenders Terms (as defined in the Existing Term Loan Agreement) and (ii) each of the following conditions precedent:

(a) Credit Agreement . The Administrative Agent shall have received this Agreement, executed and delivered by the Administrative Agent, the Parent Companies, the Borrower and each Lender whose name appears on the signature pages hereof.

(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, (iii) the Closing Date Mortgages and (iv) 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 Amendment Agreement, as applicable.

(c) ABL Loan Documents . Prior to or substantially simultaneously with the making of Loans on the Closing Date, the Administrative Agent shall be reasonably satisfied with the terms and conditions of the ABL Credit Agreement (or an amendment thereto), executed by the parties thereto.

(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 2012 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 2012 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 their Restricted Subsidiaries shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than the Indebtedness under the Loan Documents and the other Indebtedness permitted by Section 7.1.

(e) Solvency Certificate . The Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of Ultimate Parent, substantially in the form of Exhibit G hereto.

(f) Lien Searches . The Collateral Agent shall have received the results of recent lien searches on certain Loan Parties as agreed between the Collateral Agent and the Loan Parties, and such search shall reveal no Liens on any of the assets of such 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 Borrower and each Subsidiary Guarantor dated the Closing Date, substantially in the form of Exhibit D , with appropriate insertions and attachments.

(h) Insurance Certificates . The Borrower 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 Borrower’s 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) the Audited Financial Statements and (ii) unaudited Consolidated balance sheets and related statements of income, changes in equity and cash flows of Ultimate Parent for each subsequent fiscal quarter after December 31, 2015 ended at least 45 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 Borrower 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) Legal Opinions . The Administrative Agent shall have received an executed legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan Parties, 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.

(l) 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 Ultimate Parent) and the Borrower and (to the extent required by the terms of the Guarantee and Collateral Agreement) each of the Borrower’s 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.

(m) 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.

(n) Master Lease Amendments . The Administrative Agent shall have received copies of the Lease Amendment Agreements, in each case executed by the parties thereto, in form and substance reasonably acceptable to the Lenders.

(o) Fees . All fees and reasonable out-of-pocket expenses, to the extent due and payable and invoiced at least 1 Business Day prior to the Closing Date, shall have been paid.

(p) Representations and Warranties . On the Closing Date, each of the representations and warranties set forth in Section 3 shall be true and correct in all respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

(q) 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.

(r) Attestation Certificate . The Administrative Agent shall have received a certificate attesting to the compliance with clauses (c), (d), (p), (t) and (u) of this Section on the Closing Date and attesting to the authenticity of the documents delivered under clauses (c) and (n) from a Responsible Officer of Ultimate Parent.

(s) USA Patriot Act . The Administrative Agent shall have received, at least 3 Business 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 by the Administrative Agent at least 7 Business Days prior to the Closing Date.

(t) Material Adverse Effect . Since December 31, 2015, no event, circumstance, development or other change in facts shall have occurred that has had or would have, in the aggregate, a Material Adverse Effect.

(u) Insolvency . As of the Closing Date, none of Ultimate Parent nor any of its Subsidiaries shall have filed or otherwise become subject to a case under the Bankruptcy Code.

4.2 The obligation of each Lender to make the 2018 Term Loans on the Restatement Date is subject to the satisfaction (or waiver in writing) of each of the conditions precedent set forth in Section 4 of the Fourth Amendment.

SECTION 5. REPORTING COVENANTS

Each of Ultimate Parent and the Borrower (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 Borrower 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 Consolidated unaudited balance sheet of Ultimate Parent and its Subsidiaries in each case, 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 in each case, as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Ultimate 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 Consolidated balance sheet of Ultimate Parent and its Subsidiaries in each case, 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 Ultimate 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 Ultimate 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 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 Borrower proposes 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, a reasonably detailed Consolidated budget in a form reasonably acceptable to the Administrative Agent for the following fiscal year on a quarterly basis and for each of the subsequent two fiscal years, on an annual basis, including a projected Consolidated balance sheet of the Parent Companies, the Borrower and the Restricted Subsidiaries as of the end of the fiscal quarter or the fiscal year, as applicable, and the related Consolidated 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 Ultimate Parent in each case, from any independent registered certified public accountant (including Ultimate Parents’ 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 in each case, 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 Ultimate Parent in each case, 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.

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, Ultimate Parent 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) as soon as practicable but in any event within 2 Business 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 Material Master Lease; provided that such notice shall be required immediately after any Responsible Officer of any Loan Party receives a written notification that a Default has occurred under the LGO 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(a) 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 Ultimate Parent and its 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 . 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 or any Environmental Claim, 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.

(a) 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 . (a) 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 Administrative Agent, copies of field audits and appraisals that are delivered to the administrative agent under the ABL Facility.

(b) Upon request of the Administrative Agent and, in any event, at the end of each calendar month, provide updates on all material progress related to the securing of an alternative long term financing option that could be used to repay the Loans, including, but not limited to, the New Capital and

in each case providing the Administrative Agent with any substantially final or final letters of intent, term sheets, engagement or commitment letters.

(c) Provide the Administrative Agent with notice as soon as practicable, but in any event within 2 Business Days after any Responsible Officer of any Loan Party receives any written notice or other written correspondence relating to any Material Master Lease that would be reasonably expected to have a material adverse impact on the Administrative Agent and the Lenders; provided that such notice shall be required immediately after any Responsible Officer of any Loan Party receives any such written notice or other written correspondence relating to the LGO Lease that would be reasonably expected to have a material adverse impact on the Administrative Agent and the Lenders.

SECTION 6. AFFIRMATIVE COVENANTS

Each of the Parent Companies and the Borrower (on behalf of itself and each of its 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 Borrower shall and (to the extent relevant) shall cause each of their 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 . 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). The Borrower shall not (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.

(a) If required under applicable Requirements of Law, maintain in full force and effect all Permits and Primary Licenses for the Healthcare Facilities, and a provider agreement or participation agreement for each Third-Party Payor Program, 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.

(b) 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.

(c) 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 the 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.

(d) 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, would not be reasonably likely to have a Material Adverse Effect.

(e) 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, would 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 . 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.

(a) With respect to the Insurance Captives, the Borrower 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 Captives and (ii) cause the Insurance Captives 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 Captives in an amount necessary to comply with the self-insurance retention program requirements in accordance with applicable Requirements of Law.

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 and during the continuance of an Event of Default, the Lenders and any Related Party of any of them accompanying the Administrative Agent) at any reasonable time during normal business hours and with reasonable advance notice to the Borrower (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 Parties and such officer contemporaneously, and to disclose to the Administrative Agent, the Lenders and their respective Related Parties 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 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.

6.9 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 . 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 any property subject to a Lien expressly permitted by Section 7.2(c) , any Skilled RE Priority Collateral and any MidCap 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 (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.

(a) 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 7.2(c), (i), (o), (p) or (x); 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 Borrower 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.

(b) 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; provided that, notwithstanding 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 HUD RE Entity.

(c) With respect to any new Foreign Subsidiary directly owned by a Parent Company, the Borrower 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 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.

(d) Notwithstanding anything to the contrary in any Loan Document, the foregoing provisions of 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.

(e) Should the commitments and obligations under the ABL Credit Agreement (or any asset based debt in lieu thereof consisting of a Permitted Refinancing) be terminated and repaid in full, then the Loan Parties shall take all actions and execute and deliver all documents, in each case reasonably requested by the Administrative Agent so that the Obligations under the Credit Agreement shall be secured by a first priority lien and security interest in such assets (other than the accounts receivable that secure the Skilled RE Credit Agreement and the assets that secure the MidCap RE Credit Agreement) securing the ABL Credit Agreement (or any asset based debt in lieu thereof consisting of a Permitted Refinancing).

6.11 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.

6.12 Use of Proceeds . The proceeds of the Initial Term 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. The proceeds of the 2018 Term Loans shall be used in accordance with Section 3.19.

6.13 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.

6.14 Local Counsel Opinions . Use commercially reasonable efforts to, upon fifteen (15) Business Days prior written notice by the Administrative Agent, deliver to the Administrative Agent local counsel opinions in Connecticut, Maryland, New Jersey, North Carolina, Pennsylvania, Virginia and West Virginia, 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; provided that the Loan Parties shall no longer be required to deliver such opinions if such written notice is not delivered to the Loan Parties on or before June 6, 2018.

6.15 Taxes . For as long as the Obligations remain outstanding, the Borrower will be treated as a partnership for U.S. federal income tax purposes and for all applicable state income tax purposes and shall not make any election to be treated as an association taxable as a corporation under the Code or under any corresponding provision of federal, state or local tax law .

6.16 Omnibus Agreement . Comply with the provisions of the Omnibus Agreement, including without limitation the provisions thereof relating to the raising of New Capital and the application thereof; provided, that the provisions therein defining “New Capital” and “Trigger Event” shall be deemed to be updated and conformed to the corresponding definitions herein.

SECTION 7. NEGATIVE COVENANTS

Each of the Parent Companies and the Borrower (on behalf of itself and each of its 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 Borrower 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 Restatement Date 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 Borrower 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 Guarantee and Collateral 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 Guarantee and Collateral 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;

(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 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 does not exceed 0.50:1.00 less than the applicable maximum Consolidated Total Leverage Ratio set forth in Section 7.14 , 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 181 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 $600,000,000 at any time outstanding (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement);

(k) other Indebtedness of Ultimate Parent or the Restricted Subsidiaries in an aggregate principal amount not exceeding $30,000,000 at any time outstanding;

(l) 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;

(m) 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;

(n) 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;

(o) Indebtedness representing deferred compensation to employees of the Parent Companies, the Borrower or any of their Subsidiaries incurred in the ordinary course of business consistent with past practice;

(p) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees;

(q) 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;

(r) 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;

(s) Indebtedness consisting of letters of credit issued or created in the ordinary course of business or consistent with past practice by Ultimate Parent or any of the Restricted Subsidiaries in respect of the CapOne Letter of Credit Facility in an aggregate principal amount not to exceed $100,000,000 and secured solely by the Liens permitted by Section 7.2(dd) and other 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;

(t) Indebtedness of Ultimate Parent and the Restricted Subsidiaries under any Hedge Agreement permitted under Section 7.4(f);

(u) 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 Borrower 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;

(v) Guarantees in respect of Indebtedness of directors, officers and employees of the Parent Companies, the Borrower 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 $7,000,000;

(w) 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, the Revera Loan Documents and the MidCap RE Loan Documents;

(x) 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;

(y) [Intentionally Omitted];

(z) [Intentionally Omitted];

(aa) Indebtedness of Ultimate Parent and its Subsidiaries in respect of the HUD RE Entities’ obligations under the HUD RE Loan Agreements (and any Permitted Refinancing thereof); and

(bb) Qualified Mezzanine Debt the Net Cash Proceeds of which are applied substantially concurrently with the receipt thereof to prepay the Loans in accordance with Sections 2.8(b) or, as applicable, 2.14(i).

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 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) owned as of the Closing Date or thereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(a) Liens on property or assets of Ultimate Parent and the Restricted Subsidiaries existing on the Restatement Date and set forth in Schedule 7.2 ; provided that such Liens shall secure only those obligations which they secure on the Restatement Date 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, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); 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 Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the Closing Date, 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 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 acquired after the Closing Date (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 $7,000,000;

(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(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and (y) any Lien created under the Revera Loan Documents;

(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 Ultimate Parent or any of 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) [reserved];

(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;

(bb) Liens on any Indebtedness permitted under Section 7.1(aa) ;

(cc) any Lien created under the MidCap RE Loan Documents; provided that any such Lien on the Collateral is subject to the Intercreditor Agreement; and

(dd) Liens solely on cash pledged to secure obligations of Ultimate Parent or any Restricted Subsidiary with respect to the CapOne Letter of Credit Facility, and the Unrestricted Account in which such cash is held; provided that the cash held in such Unrestricted Account shall not at any time exceed 105% of the aggregate face amount of all letters of credit issued and outstanding from time to time under the CapOne Letter of Credit Facility.

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 owned as of the Closing Date or thereafter 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 $35,000,000 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(c);

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 Ultimate Parent and the Restricted Subsidiaries existing on the Restatement 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 Restatement Date, 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 writedowns 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;

(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 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 $15,000,000 in any year;

(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 Borrower 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 $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 Capital Stock of Ultimate Parent and (iii) for any other purpose;

(f) Ultimate Parent and the Restricted Subsidiaries 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 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 0.25:1.00 less than the applicable maximum Consolidated Total Leverage Ratio set forth in Section 7.14, 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 hereunder;

(k) other Investments in an aggregate amount at any time outstanding not exceeding the amount of 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) [reserved];

(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 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 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);

(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;

(u) other Investments in an amount not to exceed $40,000,000 at any time outstanding, so long as (i) no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, (ii) the outstanding principal balance of the Loans is less than $50,000,000, (iii) the Skilled RE Credit Facility shall have been repaid such that the loan-to-value ratio of the Skilled RE Credit Facility is less than 75% and (iv) all covenants hereunder and in the Welltower Lease and the Omega Lease shall have been complied with in all material respects.

Notwithstanding the foregoing, the total amount of Investments in Unrestricted Subsidiaries shall at no time exceed (i) $10,000,000 in the aggregate at any time outstanding in connection with such Unrestricted Subsidiaries that are Domestic Subsidiaries and (ii) $15,000,000 in the aggregate at any time outstanding in connection with such Unrestricted Subsidiaries that are Foreign Subsidiaries.

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 Borrower (provided that, in the case of such merger, amalgamation, liquidation or consolidation, the Borrower 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 Borrower 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 Borrower shall comply with Section 6.10 in connection therewith); provided that, neither the Borrower 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 Borrower and its Subsidiaries), (C) any Restricted Subsidiary (other than the Borrower 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 the Borrower and its Restricted Subsidiaries (provided that the Borrower 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 the Borrower (provided that the Borrower shall be the continuing or surviving corporation);

(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 Borrower) may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower 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.

(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 Borrower), (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 $15,000,000 in the aggregate over the term of this Agreement, (C) unless such Asset Sale is from a Loan Party to a Restricted Subsidiary that is a HUD Sub-Facility Entity or a HUD RE Entity, in each case, to the extent necessary to comply with requirements of Law related to HUD and (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 clause (D) shall not exceed $130,000,000 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 and (E) the Disposition of real property securing any Real Property Financing Obligations and the related transfer of operations and/or management of such related Facilities; provided that the Net Cash Proceeds of any such Dispositions of real property securing the Skilled RE Credit Agreement and/or the Revera Credit Agreement are applied first , to repay the indebtedness and other obligations under the Skilled RE Credit Agreement, the Revera Credit Agreement and/or any restructured real estate loan that replaces or

refinances the Skilled RE Credit Agreement and/or the Revera Credit Agreement until paid in full, and second , as otherwise required by Section 2.8(c).

7.6 Restricted Payments; Restrictive Agreements . Declare or make, any Restricted Payment; provided that (i) (A) the Restricted Subsidiaries that are not Loan Parties may declare and pay dividends or make other distributions ratably to their equity holders, (B) the Borrower may declare and pay dividends or make other distributions to Ultimate Parent and its Subsidiaries that are managing members of the Borrower (it being understood and agreed that this clause (i)(B) shall not permit any Restricted Payments to be made by the Borrower to any Person other than Ultimate Parent and its Subsidiaries that are managing members of the Borrower) and (c) any Subsidiary may make a Restricted Payment to a Loan Party; (ii) the Borrower and the Restricted Subsidiaries may acquire shares of Ultimate Parent delivered or to be delivered to a director, officer or employee of the Parent Companies, the Borrower 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 Borrower 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, provided that any Restricted Payment made under this clause (ii) shall be non-cash; (iii) the repurchase or redemption of Capital Stock of Ultimate Parent and the Borrower owned by former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of any Parent Company, the Borrower 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) [reserved]; (vi) [reserved]; (vii) [reserved]; (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 the Borrower; (ix) [reserved]; and (x) the Borrower may pay cash distributions in respect of taxes owing by the Borrower’s direct or indirect investors in respect of GHLLC and the Restricted Subsidiaries (“ Tax Distributions ”); provided that no payments or distributions in cash may be made (i) in the case of an Event of Default having occurred and being continuing under Section 8(b) or (c) or (ii) in the case of an Event of Default having occurred and being continuing under Section 8(d) with respect to the covenants contained in Section 7.13, Section 7.14 or Section 7.15 for two consecutive fiscal quarters.

(a) 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 RE Loan Documents, the Revera Loan Documents, the MidCap RE 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 the Borrower than the equivalent restrictions set forth in these Material Master Leases existing as of the Restatement Date, as modified by the Material 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 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 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 $25,000,000, 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 Ultimate 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 Borrower 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 Ultimate Parent and the Restricted Subsidiaries;

(d) any agreement, instrument or arrangement as in effect as of the Restatement Date 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 Restatement Date as reasonably determined in good faith by the Borrower);

(e) Restricted Payments permitted under Section 7.6;

(f) the issuance or transfer of Capital Stock 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 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 Ultimate Parent and its Subsidiaries; and

(h) transactions entered into in the ordinary course of business that are consistent with past practices.

7.8 Business of the Borrower and the Restricted Subsidiaries . 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.

(a) 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).

(b) 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 . (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; provided , that this clause (i) shall not prohibit or restrict a Permitted Refinancing of any such Subordinated Indebtedness or unsecured 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 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 (x) proceeds of any Excluded Issuance made in connection with an exercise of Ultimate Parent’s Cure Right under Section 7.16(a) and (y) the amount of such Net Cash Proceeds applied as a mandatory prepayment pursuant to Section 2.8(b)), (iii) the conversion or exchange into Capital Stock of any Parent Company and (iv) pursuant to the terms of Indebtedness convertible or exchangeable into, or by reference to, Capital Stock of Ultimate Parent).

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 and its Restricted 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).

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
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
October 1, 2015 through March 31, 2016	2.25 to 1.00

Period	Ratio
April 1, 2016 through December 31, 2016	1.25 to 1.00
January 1, 2017 through December 31, 2017	1.10 to 1.00
January 1, 2018 through June 30, 2018	1.00 to 1.00
July 1, 2018 through December 31, 2018	1.05 to 1.00
January 1, 2019 through December 31, 2019	1.10 to 1.00
January 1, 2020 and thereafter	1.15 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
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 March 31, 2016	4.25 to 1.00
April 1, 2016 through May 5, 2017	6.00 to 1.00
May 5, 2017 through December 31, 2017	7.25 to 1.00
January 1, 2018 through December 31, 2018	9.00 to 1.00
January 1, 2019 through December 31, 2019	8.75 to 1.00
January 1, 2020 and thereafter	8.50 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
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 March 31, 2016	3.50:1.00
April 1, 2016 through December 31, 2016	2.00:1.00
January 1, 2017 through December 31, 2017	1.80:1.00
January 1, 2018 through December 31, 2018	1.70:1.00
January 1, 2019 through December 31, 2019	1.75:1.00
Thereafter	1.80:1.00

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 10 th 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:

(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

(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 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 ”):

(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 Borrower), 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 or (o) below) 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 the Borrower from the Administrative Agent or the Required Lenders;

(f) (i) the Parent Companies, the Borrower 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, (ii) an “Event of Default” (as such term is defined in the ABL Credit Agreement) has occurred under the ABL Credit Agreement, (iii) an “Event of Default” (as such term is defined in the applicable Skilled RE Credit Agreement) has occurred under any 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;

(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 Borrower, or any of the Material Restricted Subsidiaries, or of a substantial part of the property or assets of the Parent Companies, the Borrower, 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 Borrower, or any of the Material Restricted Subsidiaries or for a substantial part of the property or assets of the Parent Companies,

the Borrower, or any of the Material Restricted Subsidiaries or (iii) the winding-up or liquidation of the Parent Companies, the Borrower, 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 Borrower, 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 Borrower, or any of the Material Restricted Subsidiaries or for a substantial part of the property or assets of the Parent Companies, the Borrower, 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 Borrower, 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 Borrower, or any of the Material Restricted Subsidiaries 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 $30,000,000 (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 Borrower or any of the Restricted Subsidiaries in an aggregate amount exceeding $30,000,000;

(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) 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;

(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 ;

(n) there shall have occurred any event of default under any Material Master Lease; or

(o) default shall be made in the due observance or performance by any Loan Party of the covenant set forth in Section 6.16 and at such time an Omnibus Event of Default (as defined in the Omnibus Amendment) has occurred and is continuing.

then, and in every such event (other than an event with respect to the Borrower 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 Borrower, 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 Borrower 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 Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower 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 Borrower 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 Borrower, 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 Welltower Inc. 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. Welltower Inc. hereby accepts such appointment. Each Lender and each Loan Party hereby agrees that at the time that Welltower Lender has been repaid pursuant to Section 2.14(i) such that the remaining outstanding balance of the portion of the Loans held by Welltower Lender is less than 50% of the remaining outstanding balance of the portion of the Loans held by Omega Lender, Omega Lender shall automatically and without any further action of the parties replace Welltower Inc. as Administrative Agent hereunder; provided, that Omega Lender may at such time designate an Affiliate of Omega Lender to serve as Administrative Agent. From time to time each of the Administrative Agent and the Lenders 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 and the Lenders shall reasonably request in furtherance of any change in the Administrative Agent under the immediately prior sentence of this Section 8.1. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrower 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 . 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 Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity.

(a) 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 referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”

(b) 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 Borrower), 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 taken on and after the Closing Date, 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 Borrower 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, 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.

9.8 Successor Agents . The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. 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 Borrower 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower 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 and the Material Master Lease Intercreditor Agreements) (and in the case of any such intercreditor agreement entered into prior to the Closing 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, contemplated as of the Closing Date or arising thereafter, 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.

9.10 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 Borrower, 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 Borrower) 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, 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 Borrower 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 Borrower, 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 interest rate for such Replacement Loans during the period prior to the maturity of such Refinanced Loans shall not be higher than the interest rate 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 Borrower 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 Borrower 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 Borrower, 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 the Borrower:

FC-GEN Operations Investment, 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:

Welltower Inc.

4500 Dorr Street

Toledo, Ohio 43615-4040

Attention: Evelyn Evans-Eck, Risk Manager

Telephone: 419-247-2836

Email: eevans@welltower.com

provided that any notice, request or demand to or upon the Agents, the Lenders, the Parent Companies or the Borrower 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 . The Borrower agrees (i) to pay or reimburse each Agent 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 and the Agents 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 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 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 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, the violation of, noncompliance with or liability under, any Environmental Law applicable to, or any Environmental Claims or any Environmental Liabilities related to, the operations of the Parent Companies, the Borrower, 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 Borrower, their equity holders, their respective Affiliates, their respective creditors or any other Person; provided that neither the Parent Companies nor the Borrower 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 Borrower pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Obligations.

(a) 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 Borrower’s 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 . 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 Borrower 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 Borrower 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.

(a) Subject to the conditions set forth in paragraphs (b)(ii) and (c) below, any Lender may assign to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called 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 Lenders; provided that no consent of the Lenders shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below); 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).

(iii) 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 Borrower 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.

(iv) 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.

(v) (i) The Administrative Agent, acting as agent of the Borrower 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 Borrower) (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, (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 Borrower and its application to the Obligations.

(vi) 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.

(b) [reserved];

(d) [reserved];

(e) [reserved];

(f) [reserved];

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or other entities (a “ Participant ”), but in any event not to the Borrower or any of its Affiliates or Subsidiaries, or certain Persons identified to the Administrative Agent by the Borrower 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 Borrower, 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 Borrower 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 Borrower’s 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 Borrower’s 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 Borrower, 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.

(h) Any Lender may, without the consent of or notice to the Administrative Agent or the Borrower, 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 Borrower, 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 . 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.

(a) 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, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower 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 Borrower. 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 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 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 Borrower 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 Borrower, the Agents and the Lenders with respect to the subject matter hereof and thereof, excluding, for the avoidance of doubt, the Omnibus Agreement. Notwithstanding this Agreement or any other Loan Document, the Parent Companies, the Borrower, the Agents and the Lenders agree that the Omnibus Agreement shall remain in full force and effect and shall remain enforceable in accordance with their terms; provided, that the provisions therein defining “New Capital” and “Trigger Event” shall be deemed to be updated and conformed to the corresponding definitions herein.

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 Borrower hereby irrevocably and unconditionally:

(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 Borrower 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 Borrower 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 Borrower 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 Borrower, 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 Borrower and the Lenders.

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. 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 ”), (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 among the Loan Parties and Affiliates, on one hand, and the Agents and the Lenders and each of their respective Affiliates, on the other hand, (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, (9) to the extent reasonably required or necessary, in connection with the exercise of any remedy under the Loan

Documents or (10) to the extent such Confidential Information was acquired by the Administrative Agent or such Lender in their capacity as landlord or any other role between the Administrative Agent or such Lender on one hand and the Parent Companies or any of their affiliates on the other. Notwithstanding the foregoing provisions herein to the contrary, no protected health information, as defined under HIPAA, shall be used or disclosed hereunder in violation of the HIPAA.

10.15 Release of Collateral and Guarantee Obligations; Subordination of Liens . 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 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 HUD RE Entity, in each case, to the extent necessary to comply with requirements of Law related to HUD, the security interest in any Collateral owned by such Subsidiary Guarantor and any pledge of Capital Stock of such Subsidiary Guarantor shall be automatically released (and its Guarantee Obligations shall be terminated) and (iii) upon the request of the Borrower, 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. 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.

(a) 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 Borrower, 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 Borrower 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 Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, upon the closing of the MidCap RE Credit Agreements on the MidCap RE Closing Date and the execution of an amendment and restatement of the Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lenders (i) the MidCap RE Borrowers shall

be automatically released from their Guarantee Obligations under the Loan Documents and (ii) any security interest granted by the MidCap RE Borrowers in the Collateral shall be automatically released. Upon the request of the Borrower, 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 evidence the release of its security interest in any Collateral being released pursuant to this Section 10.15(c) and to release any Guarantee Obligations of the MidCap RE Borrowers under any Loan Document being released pursuant to this Section 10.15(c) . Any execution and delivery of documents pursuant to the preceding sentence shall be without recourse to or warranty by the Collateral Agent (other than as to the Collateral Agent’s authority to execute and deliver such documents).

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 Borrower 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 Borrower, 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 Borrower , 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 Borrower and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.

10.19 Acknowledgement and Consent to Bail-In of EEA Financial Institution . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties to any such Loan Document, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

100

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, INC. ,
as Ultimate Parent

By: __________________
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

FC-GEN OPERATIONS INVESTMENT, LLC,

as Borrower and LLC Parent

By:
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

GEN OPERATIONS I, LLC,

as Parent

By:
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

GEN OPERATIONS II, LLC ,
as Holdings

By:
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer

WELLTOWER INC. ,
as Administrative Agent and Collateral Agent

By:
Name: Justin Skiver
Title: Authorized Signatory

HCRI TUCSON PROPERTIES, INC.,
as Initial Lender

By:
Name: Justin Skiver
Title: Authorized Signatory

OHI MEZZ LENDER, LLC,
as Initial Lender

By:
Name: Daniel J. Booth
Title: COO

Exhibit 10.2

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT (this “ Agreement ”) is entered into as of February 21, 2018 by and between WELLTOWER INC. (“ WT ”; as used herein ‘WT’ shall mean Welltower Inc. and its subsidiaries and affiliates which are parties to the Transaction Documents defined below), WELLTOWER TRS HOLDCO LLC, a Delaware LLC (“ TRS Holdco ”) (solely for the purposes of Section 2(d) of this Agreement), OHI MEZZ LENDER LLC (“ Omega ”) (solely for the purposes of Sections 2(b), 2(d), 2(e) and 5(k) of this Agreement), and GENESIS HEALTHCARE, INC. (“ Genesis ”; as used herein ‘Genesis’ shall mean Genesis Healthcare, Inc. and its subsidiaries and affiliates which are parties to the Transaction Documents).

RECITALS:

A. FC ‑ Gen Real Estate, LLC, a subsidiary or affiliate of WT, as landlord, and Genesis Operations LLC, a subsidiary or affiliate of Genesis, as tenant, are parties to that certain Twentieth Amended and Restated Master Lease Agreement dated January 31, 2017, as amended by that certain First Amendment thereto, dated May 5, 2017, and as further amended by that certain Second Amendment thereto dated as of the date hereof (the “ Second Amendment ” and, together with all agreements evidencing, securing, guaranteeing and/or relating to such master lease as amended, the “ Existing Master Lease ”) covering the assets listed on Schedule 1 attached hereto;

B. Subsidiaries or affiliates of WT, as lender, and subsidiaries or affiliates of Genesis, as borrower, are parties to various loan and related documents in effect as of the date hereof including (i) that certain Amended and Restated Loan Agreement (A-2), that certain Consolidated Amended and Restated Loan Agreement, and that certain Amended and Restated Loan Agreement (B-1), each having an effective date of October 1, 2016 (collectively, as further amended, restated, supplemented or modified, and as further amended by the amended and restated notes (the “ Amended Bridge Loan Notes ”) executed on the date hereof, the “ Bridge Loan Agreement ”), in each case between WT as lender and Genesis as borrower, pursuant to which WT has made certain loans (collectively the “ Bridge Loan ”) available to Genesis and (ii) that certain Term Loan Agreement, dated as of July 29, 2016 (as amended, restated, supplemented or modified, the “ Term Loan Agreement ”), among WT as administrative agent, collateral agent and lender, other lenders party thereto and Genesis as borrower, pursuant to which a term loan (“ Term Loan ”) has been made available to Genesis (such documents, together with all other documentation evidencing, securing, guaranteeing and/or relating to such loans, are referred to collectively as the “ Loan Documents ”; the loans and other financial accommodations thereunder are referred to collectively as the “ Loans ”; the Loan Documents and the Existing Master Lease, inclusive of the modifications effectuated pursuant to the Current Modifications (and, upon satisfaction of the conditions precedent therefore and effectuation of the Future Modifications referred to below, the modifications effectuated pursuant to the Future Modifications), are referred to collectively as the “ Transaction Documents ”; and the transactions and undertakings covered by the Transaction Documents are referred to collectively as the “ Transactions ”); and

C. In addition to the amendments reflected in the Second Amendment, Genesis has requested WT to agree to certain modifications to the Bridge Loan, including those set forth in the Amended Bridge Loan Notes, which would be effective on the date hereof (the “ Bridge Loan Modifications ”, and together with all other modifications being entered into with respect to any of the Transaction Documents on the date hereof are referred to collectively as the “ Current

Modifications ”) and to agree to enter into certain modifications to the Term Loan, as described in Section 2(e) below, but only upon the timely occurrence of certain conditions precedent as set forth herein (the modifications to the Term Loan, the “ Future Modifications ”).

D. WT would not enter into the Current Modifications or agree to the Future Modifications but for Genesis agreeing to be bound by the provisions of this Agreement, and, accordingly, as a material inducement to WT to enter into the Current Modifications and the Future Modifications, Genesis is executing and delivering this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

1. Existing Master Lease .

(a) Genesis acknowledges and agrees that WT has the right, and is actively seeking, to sell assets covered by the Existing Master Lease, and Genesis hereby agrees it is obligated for all of the Sale Cooperation Obligations (defined below) with respect to WT’s efforts to sell such assets and the consummation of such sales. Without limiting the generality of the foregoing, Genesis hereby agrees it is obligated for all the Sale Cooperation Obligations with respect to the sale to one or more third party buyers, including buyers which may be identified by WT and in which WT may have beneficial interests (collectively, including any designee thereof who takes title to any asset, “ Buyers ”), of the following categories of assets covered by the Existing Master Lease:

(i) the lessor’s interest in the 52 long-term care facilities which are identified as ‘LTC Assets’ on Schedule 1 hereto (the “ LTC Assets ”; the sales of LTC Assets in accordance herewith are referred to as “ LTC Sales ”);

(ii) the lessor’s interest in the 9 PowerBack facilities which are identified as ‘PowerBack Assets’ on Schedule 1 hereto (the “ PowerBack Assets ”, and, together with the LTC Assets, the “ Lessor Interest Assets ”; the sales of PowerBack Assets in accordance herewith are referred to as “ PowerBack Sales ”, and, together with the LTC Sales, the “ Lessor Interest Sales ”); (for greater clarity, the PowerBack Remington facility in Richardson, TX (the “ Richardson Asset ”) is not treated as a ‘PowerBack Asset’ for purposes of this Agreement and instead is listed separately on Schedule 1 as ‘Whole Sale Asset – Texas’, and will be treated for purposes of this Agreement as a Whole Sale Asset);

(iii) (x) the lessor’s and the lessee’s interest in the 14 facilities which are identified as ‘Whole Sale Assets - Cascade’ on Schedule 1 hereto and (y) the lessor’s and the lessee’s interest in the Richardson Asset which is identified as ‘Whole Sale Asset – Texas’ on Schedule 1 hereto ((x) and (y), collectively, the “ Whole Sale Assets ”; the sales of Whole Sale Assets in accordance herewith are referred to as “ Whole Sales ”);

(iv) the lessor’s and the lessee’s interest in the 2 ‘Closure Assets’ identified as ‘Closure Assets’ on Schedule 1 hereto (the “ Closure Assets ”; the sales of Closure Assets in accordance herewith are referred to as “ Closure Sales ”); and

(v) any vacant land or other assets covered by the Existing Master Lease, which are identified as ‘Other Assets’ on Schedule 1 (collectively, “ Other Assets ”; the sales of Other Assets in accordance herewith are referred to as “ Other Sales ”; Whole Sales, Closure Sales and Other Sales are referred to collectively as “ Entire Interest Sales ”; Entire Interest Sales and Lessor Interest Sales are referred to collectively as “ Asset Sales ”; and the assets sold as Asset Sales as referred to as “ Sold Assets ”).

(b) “ Sale Cooperation Obligations ” means Genesis shall diligently cooperate with WT and brokers and potential Buyers in connection with Asset Sales and shall use commercially reasonable efforts to support the Asset Sales, which shall include, but not be limited to, (i) with respect to all assets covered by the Existing Master Lease, (x) reasonably assisting potential Buyers (and their brokers and lenders and investors and their respective consultants) with their diligence requests regarding the Existing Master Lease facilities and operations thereat, making management and long-term strategy presentations to them as reasonably requested by WT, making Existing Master Lease facilities and personnel available for site visits by them upon reasonable advance notice and providing documentation and information reasonably requested by them and (y) providing any cooperation and/or documentation reasonably requested in order for WT and/or the Buyer to effectuate a forward or reverse exchange of the asset being sold for other real property of a like-kind in a manner which qualifies for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations applicable thereto, (ii) with respect to Lessor Interest Assets, reasonably and in good faith negotiating and entering into definitive new master lease agreements with the proposed Buyers (“ New Master Leases”) as the new owner/master lessor substantially in the form of the existing Cindat master lease or, if not acceptable to the new owner, another form of lease to be mutually agreed to by Genesis (acting reasonably and in good faith) and the Buyer and (iii) with respect to Entire Interest Sales (including, without limitation, the pending sale of the Whole Sale Assets to Cascade, entering into agreements reasonably requested by WT and/or the Buyers pursuant to which the leasehold position under the Existing Master Lease is terminated or transferred to the Buyer or its designee, all service and ancillary agreements to which Genesis is a party with respect to the assets being sold are terminated and Genesis agrees to continue reasonably cooperating and assisting the new owners and operators during a reasonable transition period after the closing of such sale .

(c) The economic terms and financial covenants contained in any New Master Lease, and any later modifications or waivers thereof, shall be subject to the prior written approval of WT, which approval shall not be unreasonably withheld. Genesis hereby agrees that the due date for rent payments under any New Master Lease with a proposed Buyer as to which WT has transferred an interest of greater than or equal to 49% of WT’s interest in the Existing Master Lease, either as a change of ownership or otherwise, shall be the 1st day of each month of the term of the New Master Lease if such Buyer requires it in order to close on the transaction. Regardless of form, the New Master Leases shall be consistent with the following terms: (i) the first year’s rent will be mutually and reasonably agreed among WT, Genesis and the Buyer; (ii) the initial term, renewal terms, renewal rent, rent payment date (subject to the foregoing sentence), and security of the New Master Leases will be no less favorable to Genesis than the Existing Master Lease; (iii) the cap ex requirements will initially be no more than $800/bed/year; and (iv) each New Master Lease may contain reasonable financial covenants as agreed between Genesis and the Buyer, no less favorable to Genesis than those set forth in similar Genesis’ other master leases, taking into account, among other things, the number of beds covered by a lease.

(d) Upon a closing of Asset Sales, the parties will contemporaneously therewith effectuate the Master Lease Modifications. “ Master Lease Modifications ” means entering into modifications to the Existing Master Lease to reflect the removal of the Sold Assets from its coverage, as and to the extent that Asset Sales occur, and to reduce the remaining rent applicable going forward under the Existing Master Lease (i.e., with respect to the remaining facilities covered by the Existing Master Lease after the consummation of the Sold Assets) by (i) with respect to Lessor Interest Sales, an amount equal to the net annual rent payable under the New Master Lease with respect to such asset(s), and (ii) with respect to Entire Interest Sales, an amount equal to 9% of (x) the gross proceeds received by WT from such sale, less (y) the reasonable and documented out-of-pocket costs incurred by WT in effectuating any such sales; provided that the foregoing rent reduction shall not apply in respect of the Whole Sale of the Richardson Asset, as the Current Modifications already reflect a reduction agreed upon by the parties in respect of such sale; for the avoidance of doubt, other than as specifically provided in this Section 1(d), nothing in this Agreement shall obligate WT to agree to any reduction in the rent under the Existing Master Lease. Notwithstanding anything to the contrary in the Existing Master Lease or this Agreement, following the completion of all Asset Sales, the Existing Master Lease shall be terminated and any remaining rent under the Existing Master Lease shall be eliminated (it being agreed that the Existing Master Lease shall remain in effect to the extent called for under Section 1(g) below); for the avoidance of doubt, Genesis shall remain obligated to pay in full any unpaid rent that has theretofore accrued.

(e) Notwithstanding anything to the contrary set forth herein, WT shall have the right to elect to structure the sale of any or all of the Whole Sale Assets as the sale of only the lessor’s interest therein, and, upon notifying Genesis of any such election, such sale for all purposes hereof (including the Sales Cooperation Obligations and the Master Lease Modifications applicable thereto) shall be and shall be deemed to be a Lessor Interest Sale and not a Whole Sale and shall be subject to the parties entering into a New Master Lease in accordance herewith.

(f) In no event shall the intended or actual sale of assets covered by the Existing Master Lease as set forth above be or be deemed to undermine or derogate from the provisions of Section 1.2 of the Existing Master Lease under which the Existing Master Lease constitutes one indivisible lease of the entire Leased Property (as defined therein), and the parties hereby confirm and ratify their intention that the provisions of the Existing Master 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 any bankruptcy laws, it is one indivisible and non-severable 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.

(g) The parties hereby confirm that the provisions of the Existing Master Lease and related agreements with respect to the Option Facilities (a/k/a Meridian 7) and the Sandy River Portfolio (each as defined in the Existing Master Lease) remain in full force and effect. Following completion of all Asset Sales, the parties’ respective rights and obligations under the Existing Master Lease shall remain in effect with respect to the Option Facilities and the Sandy River Portfolio.

2. Loan Documents.

(a) Notwithstanding anything to the contrary set forth in any Loan Document, from and after the date hereof WT shall have the right to assign all or any of its right, title and interest in, to and under the Loans and the Loan Documents to any subsidiary or controlled affiliate of Welltower Inc. without the consent of Genesis. Genesis shall use commercially reasonable efforts to, as soon as possible, enter into binding agreements to sell assets of Genesis that currently serve as collateral for the Bridge Loan to third-party buyers and/or to obtain mortgage loans from third party lenders, with usual and customary closing dates and no closing conditions other than those which are usual and customary for stand-alone sales and mortgage loans (and with no seller financing or financing contingency for any sales), sufficient in the aggregate to yield net proceeds (i.e., after deduction of reasonable and documented fees and out-of-pocket expenses incurred by Genesis in connection with obtaining and consummating such agreements) of at least $105 million being paid over by Genesis to WT as set forth herein (collectively, the “ 105 Commitments ”). In connection with the closing of the transactions contemplated by each of the 105 Commitments, and simultaneous with WT receiving the net proceeds from any such closing, WT shall release its liens and mortgages on the Bridge Loan collateral that is the subject of the applicable transaction, including equity, to permit the consummation of each such closing. All net proceeds from the consummation of the 105 Commitments shall be paid to WT at the closings thereunder and shall be applied by WT to partial repayment of the Bridge Loan. The application of such amounts in partial repayment of the Bridge Loan will be in such amount, order and priority as determined by WT among the loans which comprise the Bridge Loan, if the payment being made is not otherwise part of the proceeds from a refinance or sale of a particular asset secured by a particular loan which comprises the Bridge Loan. WT agrees to release its liens and mortgages on collateral securing repayment of the then remaining outstanding balance of the Bridge Loan that has not otherwise been released in accordance with the foregoing terms of this Section 2(a), thereby converting the Bridge Loan to an unsecured loan, after all of the following shall have occurred: (i) WT has received $105 million or more of net proceeds from the consummation of the transactions contemplated by the 105 Commitments or from other sources available to Genesis, (ii) Genesis has entered into amendments to the Bridge Loan containing the following covenants and agreements: (1) customary market covenants for a unsecured credit facility of this type and amount for a borrower with Genesis’ financial profile at closing, which covenants shall include, without limitation, those described on Schedule 6 and others to be reasonably agreed by WT and Genesis, and (2) an agreement that the Bridge Loan shall be freely transferable by WT (whether or not to affiliates of WT) and (iii) Genesis has entered into any modifications or amendments to the Bridge Loan determined by WT, in its sole discretion, as necessary to avoid any adverse REIT qualification, status or compliance consequences to WT. Time of the essence, and if for any reason (x) Genesis does not obtain the 105 Commitments prior to April 1, 2018 or (y) Genesis does timely obtain the 105 Commitments but any one or more of the 105 Commitments thereafter expires by its terms or is terminated for any reason prior to WT having received $105 million in accordance with the terms above, then, in the case of either (x) or (y), automatic increases in the cash component of interest payable under the Bridge Loan as set forth in Section 3(a)[B] of each amended and restated note executed on the date hereof as part of the Bridge Loan Modifications shall apply, and Genesis shall continue to be obligated to use commercially reasonable efforts to obtain the 105 Commitments and to close the transactions contemplated thereunder as soon as possible. Nothing in this Agreement shall obligate WT to release its liens and mortgages on the Bridge Loan collateral except as specifically provided in this paragraph 2(a).

(b) Genesis hereby agrees to use commercially reasonable efforts to raise by May 8, 2018 at least $200 million in new capital invested in Genesis from third party sources (whether raised in single or multiple tranches) (“ New Capital ”) (such New Capital may be structured in a manner determined by Genesis which may include, without limitation, equity, preferred equity or unsecured mezzanine debt; provided that the dividends or interest thereunder shall be payable ‘in-kind’ at least in the same proportion as the interest is payable ‘in-kind’ under the Term Loan and the New Term Loans) and Genesis hereby agrees that it shall apply the net proceeds (i.e., net of reasonable and customary transaction costs and fees) of such New Capital (whenever received) to the following before any other application thereof:

(1) first, if either (i) a Trigger Event has occurred and is continuing or (ii) the Future Modifications have not occurred and the New Term Loans have not been funded by WT and Omega at the time the net proceeds of the New Capital are distributed, then, to repay the Term Loan as provided in the Term Loan Agreement; if, however, no Trigger Event has occurred and is continuing, the Future Modifications have occurred and the New Term Loans have been funded by WT and Omega at the time the net proceeds of the New Capital are distributed, then, to repay in full the portion of the Term Loan held by WT (which will be approximately $99 million), which payments shall be made in advance of repayment of amounts owing to Omega with respect to the Term Loan, such that all principal payments (voluntary or mandatory) in respect of the Term Loan are first paid to WT in reduction of the principal balance owed on the portion of the Term Loan held by or otherwise payable to WT;

(2) second, to the extent not paid pursuant to subsection (1) above, to repay in full the portion of the Term Loan held by Omega (which will be approximately $66 million) as repayment of Genesis’ obligations to Omega under the Term Loan;

(3) third, to repay in full that certain Note, dated as of December 23, 2016, made by Genesis as Issuer in the face amount of $11,659,000 (as amended, restated, supplemented or modified) (having a principal balance of approximately $12.7 million as of the date hereof);

(4) fourth, to pay $6.0 million as repayment of that certain Note, dated as of November 1, 2016, made by Genesis as Issuer in the face amount of $51,160,000 (as amended, restated, supplemented or modified) (i.e., at approximately 6.0% of par), and, if no default or breach shall have occurred under this Agreement or under any Transaction Document, WT agrees that the remaining principal balance thereof will be written off by WT (so long as there are sufficient proceeds of the New Capital available to simultaneously pay-off $111 million of the Bridge Loan); and

(5) fifth, to pay up to $111 million on account of the Bridge Loan (applied in such order and priority as determined by WT among the loans which comprise the Bridge Loan).

Genesis and WT agree that, once WT has been repaid pursuant to Section 2(b)(1) above such that the remaining outstanding balance of the portion of the Term Loan held by WT is less than 50% of the remaining outstanding balance of the portion of the Term Loan held by Omega, Omega (or an entity designated by Omega) will replace WT as the administrative agent under the Term Loan

Agreement. In the event Genesis has not raised the New Capital by May 8, 2018, Genesis shall continue to be obligated to use commercially reasonable efforts to obtain the New Capital and to apply the proceeds thereof as set forth herein until such efforts are successful. “ Trigger Event ” means (a) any Default or Event of Default under Sections 8(b), (c), (g), (h), or (l) of the Term Loan Agreement, (b) a Default or Event of Default under Section 7.13, 7.14 or 7.15 of the Term Loan Agreement, or (c) the acceleration of the Loans under the Term Loan Agreement. Except as may otherwise be agreed in writing as part of the Future Modifications, all liens and collateral securing the Term Loan shall continue to secure the Term Loan until such time as WT and Omega are each paid in full.

(c) If, (x) the New Capital shall have been raised and applied as required hereunder, (y) the 105 Commitments shall have been obtained and the required payments have been made to WT in accordance herewith, and (z) the portion of the Term Loan held by WT has been repaid in full, the remaining outstanding principal balance of the Bridge Loan is not more than $50 million, and no "Event of Default" under the Transaction Documents is continuing ((x)-(z), collectively, the “Conditions Precedent”), then, upon satisfaction of all Conditions Precedent, Genesis may deliver notice to WT requesting that WT approve a specified amount (not to exceed $50 million) of the outstanding balance of the Bridge Loan be converted into a common equity stake in Genesis (the “$50M Equity Conversion”), such equity to be priced on the same basis as Genesis’ most recent equity raise at that time, and such equity will be pari passu to such most recently raised equity. WT shall cooperate in completing such $50M Equity Conversion, which shall be conditioned on WT’s determination, in its sole discretion, that such conversion would not result in any adverse REIT qualification, status or compliance consequences to WT. Genesis acknowledges that the consummation of all the Lessor Interest Sales and WT’s receipt of the net proceeds therefrom will be one of the factors which WT will take into consideration in making such determination. For the avoidance of doubt, the completion of the $50M Equity Conversion is intended to be a bilateral transaction negotiated by the parties in good faith consistent with the terms outlined in this paragraph (c) and this Agreement is not intended to grant either Genesis or WT the unilateral right to effect the completion of the $50M Equity Conversion. If WT determines, in its sole discretion, that it cannot consummate the $50M Equity Conversion due to adverse REIT qualification, status or compliance consequences, WT agrees that the lesser of the outstanding balance of the Bridge Loan and $50 million (the “Conversion Amount”) shall be converted into a loan incurring PIK interest at 2% per annum compounded quarterly, with a term of ten (10) years commencing on the date the Conditions Precedent have been satisfied (the “Mezz Debt Conversion”); provided, however, if WT determines, in its sole discretion, that conversion of some or all of the Conversion Amount into the Mezz Debt Conversion would result in any adverse REIT qualification, status or compliance consequences to WT, then, at the time the Conditions Precedent are satisfied, such portion of the Conversion Amount which cannot be converted into the Mezz Debt Conversion will be immediately written off by WT and the balance of the Conversion Amount will be converted into the Mezz Debt Conversion.

(d) Upon satisfaction of the Warrant Conditions, Genesis shall issue to TRS Holdco, a warrant (the “ WT Warrant ”) to purchase shares of Genesis’ Class A common stock issued by Genesis, containing customary terms and conditions for an instrument of this type and in form and substance reasonably acceptable to both Genesis and WT, pursuant to which Genesis shall grant the right to the holder of the WT Warrant to purchase 900,000 shares (subject to anti-dilution provisions) of Genesis’ Class A common stock, par value $0.001 per share at an exercise price equal to the greater of (i) $1.00 per share or (ii) if the Future Modifications have occurred,

the closing price of Genesis Class A common stock on the trading day that the Future Modifications are effective, which WT Warrant shall be exercisable during the period commencing 6 months after issuance and ending on 5 years after issuance. “ Warrant Conditions ” means all of the following shall be true at the time in question: (i) the complete repayment or conversion to equity or forgiveness of the Bridge Loans, as the case may be; (ii) the successful consummation of Asset Sales such that the rent payable by Genesis to WT under the Master Lease is less than $15 million; (iii) the repayment in full of any remaining amounts owed by Genesis to Omega; (iv) the price of a share of Genesis’ Class A common stock exceeds, or at any time prior to the satisfaction of all other conditions has exceeded, $4 and (v) at least 25% of the Class C shares of Genesis, issued and outstanding as of the execution of this Agreement, have converted their shares into shares of Class A common stock. Upon the making of the New Term Loans, Genesis shall issue to Omega or an affiliate thereof, a warrant (the “ Omega Warrant ”) to purchase shares of Genesis’ Class A common stock issued by Genesis, containing customary terms and conditions for an instrument of this type and in form and substance reasonably acceptable to both Genesis and Omega, pursuant to which Genesis shall grant the right to the holder of the Omega Warrant to purchase 600,000 shares (subject to anti-dilution provisions and to such reduction in the amount of shares as Omega may determine in its sole discretion is necessary or appropriate to maintain compliance with law and regulation, including REIT tax regulations) of Genesis’ Class A common stock, par value $0.001 per share at an exercise price equal to the greater of (i) $1.00 per share or (ii) if the Future Modifications have occurred, the closing price of Genesis Class A common stock on the trading day that the Future Modifications are effective, which Omega Warrant shall be exercisable during the period commencing 6 months after issuance and ending on 5 years after issuance.

(e) Subject to the satisfaction of the Term Loan Amendment Conditions (as defined below) no later than March 31, 2018, (A) WT and Omega agree that they will enter into modifications to the Term Loan Agreement and related loan documents that will provide Genesis with the ability to borrow an additional $40 million of new term loans under the Term Loan Agreement (the “ New Term Loans ”) and will include other changes as may be reasonably necessary to accommodate the refinancing of the Cap One ABL Facility on substantially the terms set forth in the MidCap Commitment Letter (as defined below) (the “ Term Loan Amendment ”), (B) WT commits to provide an aggregate amount of $24 million of the New Term Loans to Genesis and (C) Omega commits to provide an aggregate amount equal to $16 million of the New Term Loans. Notwithstanding the foregoing, Genesis, WT and Omega agree that they will promptly take such actions as are reasonably necessary to amend the Term Loan Agreement to reflect the modifications required to effectuate the obligation to seek New Capital and the mandatory pre-payment provisions set forth in Section 2(b) (regardless of whether the Term Loan Amendment Conditions are satisfied).

“ Term Loan Amendment Conditions ” means (i) the loans and other obligations under that certain Credit Agreement, dated as of February 2, 2015 (as amended, restated, supplemented or modified, “ Cap One ABL Facility ”), by and among, Genesis, the lenders party thereto, Healthcare Financial Solutions, LLC, as administrative agent, and the other parties thereto have been either (x) amended or otherwise restructured such that all outstanding defaults thereunder have been satisfied or permanently waived and the terms of any amendment or restructured loans and other obligations, and the agreements related to the same, are reasonably acceptable to WT and Omega, or (y) fully refinanced in a manner, as reasonably determined by WT and Omega, substantially consistent with the terms and conditions set forth in that certain Commitment Letter, dated as of February 2, 2017 (as amended, restated, supplemented or

modified, the “ MidCap Commitment Letter ”), between MidCap Financial Trust and Genesis or on such other terms and conditions reasonably acceptable to WT and Omega, (ii) there are no outstanding defaults (including any disputed default that is subject to arbitration under Section 3(d)(iii) of this Agreement) by Genesis under this Agreement or the Term Loan Agreement (whether or not such defaults have become Omnibus Events of Default under this Agreement or Events of Default under the Term Loan Agreement), (iii) there are no Events of Default under any of the other Transaction Documents, and there are no outstanding material defaults by Genesis under the Material Master Leases or Material Indebtedness (each, as defined in the Term Loan Agreement) or any agreement with MidCap Financial Trust, in each case, that is not subject to an irrevocable waiver or other similar agreement not to enforce any such contractual obligations, (iv) all required third party consents in connection with the Term Loan Amendment and the New Term Loans have been obtained by Genesis, and (v) the Term Loan Amendment is in form and substance reasonably satisfactory to Genesis, Omega and WT.

3. Estoppel; Forbearance; Cross-Defaults.

(a) Genesis acknowledges and agrees and confirms that as of the date indicated thereof (i) the principal balance of each of the Loans is as set forth on Schedule 3 attached hereto, and that all of such principal amounts, plus all accrued and accruing interest and all fees, costs, expenses and other amounts now or hereafter payable by Genesis under the Loan Documents, are unconditionally owing by Genesis, all without offset, defense or counterclaim of any kind, nature or description whatsoever, (ii) WT has, and shall continue to have, valid and enforceable, perfected and continuing Liens upon and security interests in the collateral granted by Genesis to WT to the extent (and having the priority) required by the Loan Documents and (iii) to Genesis' knowledge, WT is not in breach or default under any of its obligations under the Transaction Documents.

(b) WT agrees that it will, from the date hereof until the earlier of an Omnibus Event of Default (as defined in Section 3(d) below) or March 31, 2018 (the “ Forbearance Period ”), not exercise any rights or remedies with respect to (a) any “Default” or “Event of Default” or other breach under the Existing Master Lease which relates to financial covenants thereunder or which is a cross-default thereunder by virtue of financial covenants contained in other agreements of Genesis as to which the counterparty has not declared a default or has agreed to forbear from the exercise of rights and remedies, (b) any “Default” or “Event of Default” or other breach under the Loan Documents which relates to financial covenants thereunder or which is a cross-default thereunder by virtue of financial covenants contained in other agreements of Genesis as to which the counterparty has not declared a default or has agreed to forbear from the exercise of rights and remedies, and (c) the failure to pay any default rent, default interest, and late fees, as applicable, under the Existing Master Lease and the Loan Document which accrue through the Forbearance Period. Neither Genesis Healthcare, Inc. nor any of its subsidiaries or affiliates (whether or not party to the Transaction Documents) may enter into any waiver, forbearance, agreement not to enforce or similar agreement with any person or entity with respect to obligations of Genesis Healthcare, Inc. or any of its subsidiaries or affiliates (whether or not party to the Transaction Documents) with respect to a Material Master Lease or Material Indebtedness (each, as defined in the Term Loan Agreement), any agreement with MidCap Financial Trust or the Revolving Loan (as defined in the Existing Master Lease) without providing at least 5 business days’ prior notice to WT. WT further agrees that, until February 22, 2018, no cash payments of interest will be due and payable currently under the Loan Documents, and all such interest amounts will instead accrue and be added to principal (with interest accruing thereon at the same rates as interest otherwise

accrues under the relevant Loan Document for deferred interest amounts); subsequent to February 22, 2018, cash payments of interest will be due and payable as provided in the Loan Documents.

(c) Each of Genesis and WT hereby acknowledges, confirms and agrees that (i) each of the Transaction Documents has been duly executed and delivered to the other party and each is in full force and effect as of the date hereof and is hereby ratified and confirmed, (ii) the agreements and obligations of such party contained in the Transaction Documents and in this Agreement constitute the legal, valid and binding obligations of such party, enforceable in accordance with their respective terms, except to the extent limited by general principals of equity and by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors' rights generally, and (iii) such party is and shall be entitled to all of the rights, remedies and benefits provided for in the Transaction Documents and under applicable law.

(d) An “ Omnibus Event of Default ” means (i) any default or breach by Genesis of its obligations under this Agreement (except, in the case of Sections 1(b), 2(a) or 2(b), as provided in subsection (iii) below) which breach or default is not cured (1) in the case of payment defaults within two (2) business days after receipt of written notice thereof from WT and (2) in the case of all other defaults or breaches, within ten (10) business days after receipt of written notice thereof from WT, or any failure to reach agreement on new financial covenants under the Existing Master Lease by March 31, 2018 (in the case of the failure to reach agreement on new financial covenants only, without notice, grace or cure period); (ii) an Event of Default under Sections 8(b), (c), (g), (h), or (l) of the Term Loan Agreement or the acceleration of the Loans under the Term Loan Agreement; or (iii) any default or breach by Genesis of its obligations under Sections 1(b), 2(a) or 2(b), provided, however , that any such default or breach for Genesis’ failure to diligently cooperate or use commercially reasonable efforts, as those terms are used in such Sections, shall require a determination in an Arbitration Proceeding (as defined below) that Genesis has failed to satisfy such obligations to diligently cooperate or use commercially reasonable efforts, and, provided, further , that the pendency of any such Arbitration Proceeding shall not relieve either Genesis or WT of its obligations or agreements under the applicable Section in dispute.. The existence of an Omnibus Event of Default (whether occurring during or after the Forbearance Period) shall constitute an "Event of Default" under each of the Transaction Documents as if it had been expressly set forth as an “Event of Default” thereunder. “ Arbitration Proceeding ” means an arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Genesis and WT agree that, in any Arbitration Proceeding, the number of arbitrators shall be three, the place of arbitration shall be New York, New York, the parties recognize that time is of the essence and shall pursue an expedited arbitration schedule, Delaware law shall apply, and judgment on the award rendered by the arbitrators may be entered in any New York State court or federal court sitting in the City, County and State of New York having jurisdiction thereof.

(e) An "Event of Default" by Genesis under any of the Transaction Documents shall, without any notice or grace or cure period, entitle WT immediately to exercise all rights and remedies available to WT upon an Omnibus Event of Default under this Agreement, as if an Event of Default under any one of the Transaction Documents was expressly set forth in this Agreement as an Omnibus Event of Default hereunder. This Section 3(e) will not entitle WT to declare a default or breach under any Transaction Document solely due to a default or breach under any other Transaction Document if WT would not have been entitled to declare such a default or breach

in the absence of this Section 3(e). Solely for the purpose of this Section 3(e), this Agreement is not a Transaction Document.

(f) Without limiting any of the reporting requirements under the Transaction Documents, Genesis shall, and shall cause the officers, directors, employees and advisors to Genesis, to cooperate fully with WT and its designees in furnishing information reasonably available to Genesis as and when reasonably requested by WT or its designees regarding Genesis’ financial condition, business, operations and assets.

(g) Upon the occurrence of an Omnibus Event of Default, WT shall be entitled (a) upon five (5) business days’ written notice to Genesis, to terminate this Agreement and pursue all available rights and remedies, including without limitation, an award of monetary damages, or, at WT’s option, (b) to enforce this Agreement, including by specific performance. Upon termination of this Agreement, the rights and obligations of the parties hereunder shall immediately become null and void and of no further force or effect without any further action by any party; provided, however, that no termination of this Agreement shall relieve any party from liability for any breach of this Agreement occurring prior to such termination, or for the breach of any provision hereof that expressly survives the termination of this Agreement.

4. General Release

(a) In consideration of, among other things, WT’s execution and delivery of the Current Modifications and this Agreement, and Omega’s joining in Sections 2(b), (d), (e) and 5(k) of this Agreement, Genesis on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries and affiliates (whether or not party to the Transactions Documents), successors and assigns (collectively, “ Releasors ”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) in accordance with Section 4(c) below, and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, cross-claims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has , of whatsoever nature and kind, whether known or unknown, now existing, whether arising at law or in equity (collectively, the “ Claims ”), against WT or Omega in any capacity and their respective affiliates and subsidiaries (whether or not party to the Transaction Documents), shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of its related persons (collectively, the “ Releasees ”), based in whole or in part on facts, whether or not now known, existing on or before the date of this Agreement, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Transaction Documents or the Transactions or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among Genesis and WT or Omega relating to any or all of the documents, transactions, actions or omissions referenced in clause (i). In entering into this Agreement, Genesis has consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section 4(a)

shall survive the termination of this Agreement, the Transaction Documents and payment in full of all obligations thereunder.

(b) Genesis, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged pursuant to Section 6(a) hereof. If Genesis or any of its successors, assigns or other legal representatives violates the foregoing covenant, Genesis for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all documented reasonable attorneys’ fees (other than allocated fees of in-house counsel) and out-of-pocket costs incurred by any Releasee as a result of such violation.

(c) In entering into this Agreement, Genesis consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section 4 shall survive the expiration or termination of the Forbearance Period, the termination of this Agreement, the Transaction Documents and payment in full of the obligations thereunder.

5. Miscellaneous.

(a) Except as may be required by law or judicial process (including the requirements of any regulatory body or stock exchange), each party shall keep this Agreement and its terms confidential and shall not disclose the same to any third party (except attorneys, accountants, or consultants hired by the parties hereto who themselves are bound by similar confidentiality restrictions) without the express written consent of the other party. Notwithstanding the foregoing, upon Genesis’ public disclosure of this Agreement, including in a filing made with the Securities and Exchange Commission, neither WT nor Genesis shall have any further obligation under this Section 5(a).

(b) This Agreement shall inure solely to the benefit of the parties hereto and their respective successors and assigns. Genesis may not assign any of its rights or obligations hereunder, in whole or in part, directly or indirectly, by operation of law or otherwise, without the prior written consent of WT, and any such purported assignment without such consent shall be null and void, ab initio , and of not force or effect. No third party shall have the right to derive or claim any benefit hereunder (other than Releasees) or have any right to enforce or rely upon any provision of this Agreement.

(c) This Agreement may be executed in either original or electronically transmitted form (e.g., faxed or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

(d) This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but exclusive of its conflicts of law provisions. Except

as specified in Section 3(d), the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any New York State court or federal court sitting in the City, County and State of New York with respect to any action or proceeding arising out, or relating to, this Agreement. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, IN TORT OR OTHERWISE.

(e) Genesis hereby represents and warrants that (i) all consents and authorizations to the Current Modifications and to this Agreement binding on Genesis (i.e., including on all entities included within the meaning of “Genesis” as such term is defined in this Agreement) have been obtained, (ii) Genesis Healthcare, Inc. is duly authorized to bind all entities which comprise ‘Genesis’ as defined herein (whether or not all such entities are listed on Schedule 5 hereto), and to bind all subsidiaries and affiliates of Genesis Healthcare, Inc. with respect to Section 4 hereof, and to cause all such respective entities to comply with their respective obligations hereunder, (iii) there are no required third-party consents to the Current Modifications and to this Agreement binding on Genesis which have not been obtained, and (iv) there are no defaults beyond any applicable notice and cure period by Genesis Healthcare, Inc. or any of its subsidiaries or affiliates (whether or not party to the Transaction Documents) under any of their respective material contractual obligations, whether or not subject to a waiver, forbearance or other agreement not to enforce any such contractual obligations, other than those defaults subject to a waiver, forbearance or other agreement that is listed on Schedule 8.

(f) Genesis acknowledges and confirms that the Recitals set forth above are true and correct, and each of the parties hereto acknowledges and agrees that by this reference the Recitals, including the definitions therein, are incorporated into and made a part of the body of this Agreement.

(g) Each party shall be responsible for its own fees, costs, charges and expenses, including the fees, costs and expenses of counsel and/or other third party professionals or advisors, incurred in connection with this Agreement, the Current Modifications, the Future Modifications and the transactions contemplated by that certain Memorandum of Understanding dated November 9, 2017 (the “ MOU ”). Notwithstanding the foregoing, in connection with the consummation of the Asset Sales, WT agrees to reimburse Genesis’ reasonable costs and expenses incurred in connection with the successful consummation of any such Asset Sales, up to an aggregate cap for all such Asset Sales of $2 million. Except as set forth in this Section 5(g), all of the terms and conditions under the Transaction Documents relating to a party covering the costs of another party shall remain in full force and effect.

(h) This Agreement and the Current Modifications have been prepared through the joint efforts of all of the parties hereto. Neither the provisions of this Agreement or the Current Modifications nor any alleged ambiguity therein shall be interpreted or resolved against any party on the ground that such party or its counsel drafted this Agreement or such other agreement, or based on any other rule of strict construction. The parties hereto acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Agreement and all other agreements and documents executed in connection herewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect. If any matter is left to the decision, right, requirement, request, determination, judgment, opinion, approval, consent, waiver, satisfaction, acceptance, agreement,

option or discretion of WT in this Agreement or in any Transaction Document, such action shall be deemed to be exercisable by WT in its sole and absolute discretion and according to standards established in its sole and absolute discretion. Without limiting the generality of the foregoing, “option” and “discretion” shall be implied by the use of the words “if” and “may.”

(i) The invalidity, illegality, or unenforceability of any provision in or obligation under this Agreement in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Agreement or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

(j) Time is of the essence in the performance of each of the obligations of Genesis hereunder and with respect to all conditions to be satisfied by such parties.

(k) WT, Omega and Genesis agree to take all further actions and execute all further documents may from time to time be reasonably requested to carry out the transactions contemplated by this Agreement and the Current Modifications, including but not limited to amendments to this Agreement, the Existing Master Lease or Loan Documents or intercreditor agreements, evidencing: (i) the replacement of Genesis’ current asset capital lender, Capital One, with a new lender as contemplated by the MidCap Commitment Letter, and any corresponding releases or adjustments in priority to collateral; (ii) adjustments necessary to accommodate lender’s requests regarding collateral priority in the contemplated re-financing of the properties listed on Schedule 7 attached hereto; and (iii) waiver of compliance with the financial covenants on or prior to December 31, 2017 and, if the Term Loan Amendment is executed, adjustments to the financial covenants that, as of the date of execution of such Term Loan Amendment, will permit Genesis, based on its reasonable projections as of such date, to be in pro forma compliance through March 31, 2019.

(l) Section headings in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose.

(m) All notices, requests, and demands to or upon the respective parties hereto shall be given and received in accordance with the notice provisions under the Existing Master Lease.

(n) GENESIS HEREBY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) (i) PRESENTMENT, DEMAND AND PROTEST, AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE WITH RESPECT TO ALL OR ANY PART OF THE OBLIGATIONS OR ANY COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY WT ON WHICH GENESIS MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER WT MAY DO IN THIS REGARD; (ii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL THAT MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING WT TO EXERCISE ANY OF AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE WITH RESPECT TO ALL OR ANY PART OF THE OBLIGATIONS OR ANY COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY

TIME HELD BY WT ON WHICH GENESIS MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER WT MAY DO IN THIS REGARD; (ii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL THAT MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING WT TO EXERCISE ANY OF ITS RESPECTIVE RIGHTS AND REMEDIES; (iii) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND ALL RIGHTS WAIVABLE UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE; (iv) ANY RIGHT GENESIS MAY HAVE UPON PAYMENT IN FULL OF THE OBLIGATIONS WITHOUT A CORRESPONDING TERMINATION OF THE FINANCING AGREEMENT IN ACCORDANCE WITH ITS TERMS TO REQUIRE WT TO TERMINATE ITS SECURITY INTEREST IN THE COLLATERAL OF GENESIS UNTIL TERMINATION OF THE FINANCING AGREEMENT IN ACCORDANCE WITH ITS TERMS AND THE EXECUTION BY GENESIS OF AN AGREEMENT INDEMNIFYING WT FROM ANY LOSS OR DAMAGE ANY SUCH PARTY MAY INCUR AS THE RESULT OF DISHONORED CHECKS OR OTHER ITEMS OF PAYMENT RECEIVED BY WT FROM GENESIS OR ANY ACCOUNT DEBTOR AND APPLIED TO THE OBLIGATIONS AND RELEASING AND INDEMNIFYING, IN THE SAME MANNER AS DESCRIBED IN SECTION 6 OF THIS AGREEMENT, THE RELEASEES FROM ALL CLAIMS ARISING ON OR BEFORE THE DATE OF SUCH TERMINATION STATEMENT; AND NOTICE OF ACCEPTANCE HEREOF, AND GENESIS ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO WT’S ENTERING INTO THIS AGREEMENT AND THAT WT IS RELYING UPON THE FOREGOING WAIVERS IN THEIR FUTURE DEALINGS WITH GENESIS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(o) By executing and delivering this Agreement, Genesis, for itself and on behalf of all entities which are included within the definition of ‘Genesis’ in this Agreement, hereby (i) reaffirms, ratifies and confirms its obligations under the Transaction Documents, as applicable, and (ii) hereby expressly agrees that the Transaction Documents shall remain in full force and effect.

(p) Genesis hereby expressly reaffirms, ratifies and confirms its obligations under that certain Guarantee and Collateral Agreement, dated July 29, 2016, between Genesis and WT (the “ Term Loan Guarantee ”) including its mortgage, grant, pledge and hypothecation to Administrative Agent for the benefit of the Secured Parties (each as defined in the Term Loan Guarantee), of the Lien (as defined in the Term Loan Guarantee) on and security interest in, all of its right, title and interest in, all of the collateral and it is the intent of the parties that such Lien (as defined in the Term Loan Guarantee) on and security interest granted pursuant to the Term Loan Guarantee shall continue in full force and effect.

(q) This Agreement and the Transaction Documents set forth in full the terms of agreement between the parties hereto and thereto with respect to the subject matter thereof and are intended as the full, complete, and exclusive contracts governing the relationship between such parties with respect to the subject matter thereof, superseding all other discussions, promises, representations, warranties, agreements (including the MOU), and understandings between the parties with respect thereto. There are no oral agreements among the parties hereto. No modifications or waivers hereof or thereof shall be made or valid except in a writing signed by the party against whom enforcement of the modification or waiver is sought. Any waiver of any condition in, or breach of, any of the foregoing in a particular instance shall not operate as a waiver

of other or subsequent conditions or breaches of the same or a different kind. WT’s failure to exercise any rights or remedies under any of the foregoing in a particular instance shall not operate as a waiver of its right to exercise the same or different rights and remedies in any other instances.

[Signature pages follow]

IN WITNESS WHEREOF , this Agreement has been executed and delivered as of the date first above written on behalf of each party hereto and its respective subsidiaries and affiliates.

GENESIS :

GENESIS HEALTHCARE, INC. (for itself and on behalf of all entities which are included within the definition of ‘Genesis’ in this Agreement, and, with respect to Section 4, on behalf of all subsidiaries and affiliates of Genesis Healthcare, Inc.)

By: /s/ Michael S. Sherman

Name: Michael S. Sherman

Title: SVP

WT :

WELLTOWER INC. (for itself and on behalf of all entities which are included within the definition of ‘WT’ in this Agreement)

By: /s/ Justin Skiver

Name: Justin Skiver

Title: Authorized Signatory

WELLTOWER TRS HOLDCO LLC (solely with respect to Section 2(d))

By: /s/ Justin Skiver

Name: Justin Skiver

Title: Authorized Signatory

OMEGA :

OHI MEZZ LENDER LLC
(solely with respect to Sections 2(b), 2(d), 2(e) and 5(k))

By: /s/ Daniel J. Booth

Name: Daniel J. Booth

Title: Chief Operating Officer

Exhibit 10.3

SECOND AMENDMENT TO

TWENTIETH Amended and Restated MASTER LEASE AGREEMENT

THIS SECOND AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “ Amendment 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 a Twentieth Amended and Restated Master Lease Agreement (as amended, the “ Lease ”) dated as of January 31, 2017.

B. Concurrently herewith, HCN and GEN and certain of their Affiliates are entering into a certain Omnibus Agreement (as amended, the “ Omnibus Agreement ”).

C. Landlord and Tenant desire to amend the Lease to reduce the annual Base Rent by $35,000,000 and as otherwise set forth herein, effective for all purposes as of the Amendment Effective Date.

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Lease.

2. Initial Term . Section 1.3 of the Lease is hereby amended by the deletion of the reference therein to January 31, 2032 and replacement thereof with a reference to January 31, 2037.

3. New Definition . Section 1.4 of the Lease is hereby amended by the inclusion of the following new definition:

“Rent Reset Date” means January 1, 2023.

4. Rent Adjustment Date . The definition of “Rent Adjustment Date” in Section 1.4 of the Lease is hereby amended to read in its entirety as follows:

“Rent Adjustment Date” means [i] April 1, 2018, [ii] January 1, 2019, and [iii] January 1 of each subsequent year; provided, however, that the first day of the Renewal

Term and the Rent Reset Date shall not be included as a Rent Adjustment Date.

5. Base Rent . Section 2.2 of the Lease is hereby amended to change the payment date for Base Rent from the first day of each month to the 17 th day of each month; provided, however, that, if Landlord transfers to a third party (each, an “Assignee”) an interest of greater than or equal to 49% of Landlord’s interest in this Lease, either as a change in ownership of Landlord or otherwise, the payment date for Base Rent shall revert to the first day of each month if such Assignee requires such change in order to close on the transaction .

6. Renewal Option . Section 12.1 of the Lease is hereby amended by the deletion of the reference to December 31, 2043 and replacing it with a reference to December 31, 2048.

7. Rent Schedule . Effective January 1, 2018, Schedule 1 of the Lease is hereby amended and restated in its entirety as set forth on Schedule 1 hereto.

8. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect.

9. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant.

10. Further Modification . The Lease may be further modified only by writing signed by Landlord and Tenant.

11. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

12. Consent of Guarantor . Each Guarantor shall execute the Consent of Guarantor set forth below.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

	FC-GEN REAL ESTATE, LLC By: /s/ Justin Skiver Justin Skiver, Authorized Signatory

	WELLTOWER INC. By: /s/ Justin Skiver Justin Skiver, Authorized Signatory (Signing only for the purpose of accepting §1.5 appointment of agency and agreeing to Secured Party obligations under the Lease.)

	GENESIS OPERATIONS LLC By: /s/Michael S. Sherman Michael S. Sherman, Senior Vice President Tax I.D. No.: 26-0787826

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	FC-GEN OPERATIONS INVESTMENT, LLC By: /s/Michael S. Sherman Michael S. Sherman, Senior Vice President Tax I.D. No.: 27-3237005

	EACH SUBTENANT LISTED ON EXHIBIT C HERETO By: /s/Michael S. Sherman Michael S. Sherman, Senior Vice President

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Exhibit 10.4

THIRD AMENDMENT TO

TWENTIETH Amended and Restated MASTER LEASE AGREEMENT

THIS THIRD AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“ Amendment ”) is effective this 6th day of March, 2018 (the “ Amendment 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 a Twentieth Amended and Restated Master Lease Agreement (as amended, the “ Lease ”) dated as of January 31, 2017.

B. Landlord and Tenant desire to amend the Lease as set forth herein, effective for all purposes as of the Amendment Effective Date.

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Lease.

2. Legal Descriptions . Exhibit A of the Lease is hereby amended by the addition of Exhibits A-80 through A-83 in the forms attached hereto.

3. Permitted Exceptions . Exhibit B of the Lease is hereby amended by the addition of Exhibits B-80 through B-83 in the forms attached hereto

4. Facility Information . Exhibit C of the Lease is hereby amended and restated in its entirety as set forth on Exhibit C hereto.

5. Financial Covenants . Exhibit U of the Lease is hereby amended and restated in its entirety as set forth on Exhibit U hereto.

6. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect.

7. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant.

8. Further Modification . The Lease may be further modified only by writing signed by Landlord and Tenant.

9. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

10. Consent of Guarantor . Each Guarantor shall execute the Consent of Guarantor set forth below.

11. Waivers . Landlord hereby agrees that it irrevocably waives, and will not exercise any rights or remedies with respect to (i) any “Default” or “Event of Default” or other breach under the Lease that has occurred through the Amendment Effective Date which relates to financial covenants thereunder or which is a cross-default thereunder that has occurred through the Amendment Effective Date by virtue of financial covenants contained in other agreements of Tenant and its Affiliates as to which the counterparty (x) has not declared a default or (y) has agreed to waive or forebear from the exercise of rights and remedies with respect thereto and (ii) the failure to pay any default rent and late fees under the Lease which have accrued through the Amendment Effective Date, if any. Tenant hereby represents and warrants that as of the date hereof, an Omnibus Event of Default has not occurred.

12. Reaffirmation . Landlord and Tenant agree that the Omnibus Agreement shall remain in full force and effect and shall remain a binding obligation on each party thereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

	FC-GEN REAL ESTATE, LLC By: /s/ Justin Skiver Justin Skiver, Authorized Signatory

	WELLTOWER INC. By: /s/ Justin Skiver Justin Skiver, Authorized Signatory (Signing only for the purpose of accepting §1.5 appointment of agency and agreeing to Secured Party obligations under the Lease.)

	GENESIS OPERATIONS LLC By: /s/ Michael Sherman Michael S. Sherman, Senior Vice President Tax I.D. No.: 26-0787826

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	FC-GEN OPERATIONS INVESTMENT, LLC By: /s/ Michael Sherman Michael S. Sherman, Senior Vice President Tax I.D. No.: 27-3237005

	EACH SUBTENANT LISTED ON EXHIBIT C HERETO By: /s/ Michael Sherman Michael S. Sherman, Senior Vice President

Exhibit 10.5

FIRST AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT

(a-2)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“ Lender ”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and each of the borrower entities set forth on Schedule I (individually and collectively, “ Borrower ”), each having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

R E C I T A L S:

A. Lender and Borrower have previously entered into an Amended and Restated Loan Agreement (as amended, the “ Loan Agreement ”) executed December 22, 2016, effective as of October 1, 2016.

C. Lender and Borrower desire to amend the Loan Agreement as set forth herein, effective for all purposes as of the Amendment Effective Date.

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Loan Agreement.

2. Loan Amount . The definition of “Loan Amount” in Section 1.2 of the Loan Agreement is hereby amended to read in its entirety as follows:

“Loan Amount” originally meant $103,620,097. The “Loan Amount” as of the Amendment Effective Date is $106,217,633.

4. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Loan Agreement are hereby affirmed and shall remain in full force and effect.

5. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Lender and Borrower.

6. Further Modification . The Loan Agreement may be further modified only by writing signed by Lender and Borrower.

7. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

8. Guarantor . This Amendment shall have no force or effect unless and until each Guarantor has concurrently executed the attached consent of Guarantor.

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IN WITNESS WHEREOF, Lender and Borrower have executed this Amendment as of the date first set forth above.

WELLTOWER INC.

By: /s/ Justin Skiver

Justin Skiver, Authorized Signatory

EACH BORROWER LISTED ON SCHEDULE 1 HERETO

By: /s/ Michael Sherman

Michael S. Sherman, Secretary

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SCHEDULE 1: BORROWERS

Borrower	State of Organization
1. SHG Resources, LLC	Delaware
2. Hospitality Lubbock Property, LLC	Delaware
3. Monument La Grange Property, LLC	Delaware
4. Town and Country Boerne Property, LLC	Delaware

Exhibit 10.6

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

(B-1)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 30 th day of June, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“ Lender ”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and each of the borrower entities set forth on Schedule I (individually and collectively, “ Borrower ”), each having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

R E C I T A L S:

A. Lender and Borrower have previously entered into an Amended and Restated Loan Agreement (as amended, the “Loan Agreement”) dated as of December 22, 2016.

B. Concurrently herewith, Borrower and certain affiliates are making a partial prepayment of the Loan and Lender is releasing certain of its collateral with respect thereto.

C. Lender and Borrower desire to amend the Loan Agreement as set forth herein, effective for all purposes as of the Amendment Effective Date.

1. Definitions . Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Loan Agreement.

2. Borrowers . Schedule I of the Loan Agreement is hereby amended and restated to read in its entirety as set forth on Schedule I attached hereto.

3. Release . The entities identified as “Released Borrowers” on Schedule II hereof are hereby released from all liability under the Loan Agreement and the Loan Documents.

4. Legal Descriptions . Exhibit A to the Loan Agreement is hereby amended by the deletion therefrom of the Legal Descriptions of each facility listed on Schedule II hereof.

5. Permitted Exceptions . Exhibit B of the Loan Agreement is hereby amended by the deletion therefrom of the Permitted Exceptions with respect to any facility listed on Schedule II hereof.

6. Allocated Loan Amounts . Exhibit I of the Loan Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit I hereto.

8. Affirmation . Except as specifically modified by this Amendment, the terms and provisions of the Loan Agreement are hereby affirmed and shall remain in full force and effect.

9. Binding Effect . This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Lender and Borrower.

10. Further Modification . The Loan Agreement may be further modified only by writing signed by Lender and Borrower.

11. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

12. Guarantor . This Amendment shall have no force or effect unless and until each Guarantor has concurrently executed the attached consent of Guarantor.

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225

IN WITNESS WHEREOF, Lender and Borrower have executed this Amendment as of the date first set forth above.

WELLTOWER INC.

By: /s/ Justin Skiver

Justin Skiver, Authorized Signatory

EACH BORROWER LISTED ON SCHEDULE 1 HERETO

By: /s/ Michael Berg

Michael Berg, Assistant Secretary

SCHEDULE 1: BORROWERS

120 Murray Street Property LLC

279 Cabot Street Property LLC

3000 Hilltop Road Property, LLC

740 Oak Hill Road Property LLC

1248 Hospital Drive Property LLC

2 Blackberry Lane Property LLC

300 Pearl Street Property LLC

400 29th Street Northeast Property LLC

4755 South 48th Street Property LLC

Exhibit 10.7

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

(B-1)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 27 th day of September, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“ Lender ”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and each of the borrower entities set forth on Schedule I (individually and collectively, “ Borrower ”), each having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

R E C I T A L S:

A. Lender and Borrower have previously entered into an Amended and Restated Loan Agreement (as amended, the “ Loan Agreement ”) dated as of December 22, 2016.