Ex103



		

			Exhibit 10.3

		





		
			AMENDMENT NO. 6 TO LOAN AGREEMENT 
		

		
			 
		

		
			This Amendment No. 6 to Loan Agreement (this “Agreement”), dated as of May 9, 2019, 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, as amended by that certain Amendment No. 3 to Loan Agreement, dated as of August 8, 2017, as amended and restated by that certain Amendment No. 4 to Loan Agreement, dated as of March 6, 2018, and as amended by that certain Amendment No. 5 to Loan Agreement, dated as of March 13, 2019 (as it may have been further amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to this Agreement, the “Existing Loan Agreement” and as amended hereby and as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Administrative Agent, Collateral Agent and the Lenders have agreed, among other things, to provide to Borrower certain loans and other financial accommodations 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 the Existing Loan Agreement to reflect an extension of the Maturity Date; and
		

		
			 
		

		
			WHEREAS, Administrative Agent and the Lenders constituting at least Required Lenders are willing to agree to Amendment Parties’ request for such amendments, subject to and in accordance with the terms and conditions set forth in this Agreement. 
		

		
			 
		

		
			NOW, THEREFORE, Amendment Parties, Administrative Agent and the Lenders constituting at least Required 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 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.  Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 3 below, the definition of “Maturity Date” set forth in Section 1.1 of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:




		
			““Maturity Date”:  November 30, 2021.”  
		

		
			


		 





		

			
	
			
				 3.
			Conditions.  The effectiveness of this Agreement is subject to the following conditions, each in form and substance satisfactory to Administrative Agent (the date on which such conditions have been satisfied, the “Sixth Amendment Effective Date”):




			
	
			
				 (a)
			Administrative Agent shall have received a fully executed copy of this Agreement;




		
			 
		

			
	
			
				 (b)
			no Default or Event of Default shall have occurred and be continuing as of the date hereof under this Agreement, the Loan Agreement or any other Loan Document; and




		
			 
		

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




		
			 
		

			
	
			
				 4.
			Reaffirmation of Loan Documents.  By executing and delivering this Agreement, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Agreement, the Notes and the other Loan Documents, as applicable, (ii) agrees that this Agreement shall be a “Loan Document” under the Loan Agreement and (iii) hereby expressly agrees that the Loan Agreement, the Notes and each other Loan Document shall remain in full force and effect. 




			
	
			
				 5.
			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. 




			
	
			
				 6.
			Confirmation of Representations and Warranties; Liens; No Default.  Each Loan Party 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) 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 7.2 of the Loan Agreement, and (iv) the agreements and obligations of Borrower and each other Loan Party contained in the Loan Documents and in this Agreement 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.




			
	
			
				 7.
			No Other Amendments.  Except as expressly set forth in this Agreement, the Loan 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 Loan Agreement or any other Loan Document.




			
	
			
				 8.
			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 





		 


		

			2

		


		

			 

		







	governed by Section 10.5 of the Loan Agreement, and in any event shall be paid within thirty (30) days of the Sixth Amendment Effective Date.




			
	
			
				 9.
			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.  THE JURISDICTION AND WAIVER OF RIGHT TO TRIAL BY JURY PROVISIONS IN SECTIONS 10.12 AND 10.17 OF THE LOAN AGREEMENT ARE INCORPORATED, MUTATIS MUTANDIS, HEREIN BY REFERENCE.




			
	
			
				 10.
			Successors/Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.




			
	
			
				 11.
			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.




			
	
			
				 12.
			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 copy of this Agreement signed by all the parties shall be lodged with the Borrower and Administrative Agent.




			
	
			
				 13.
			Release of Claims.  In consideration of the Lenders’ and Administrative Agent’s agreements contained in this Agreement, 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 Loan Agreement or any other Loan Document on or prior to the date hereof.




		
			 
		

		
			[SIGNATURE PAGES FOLLOW]
		

		
			 
		

		
			 
		

		
			


		 


		

			3

		


		

			 

		








		

		
			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.
		

		
			 
		

		
			 
		

		
			GENESIS HEALTHCARE, INC.,
as Ultimate Parent
		

		
			 
		

		
			By: /s/ Michael Berg
Name:Michael Berg
Title: Assistant Secretary
		

		
			 
		

		
			 
		

		
			FC-GEN OPERATIONS INVESTMENT, LLC,
		

		
			as Borrower 
		

		
			 
		

		
			By: /s/ Michael Berg
Name:Michael Berg
Title: Assistant Secretary
		

		
			 
		

		
			 
		

		
			GEN OPERATIONS I, LLC,
		

		
			as Parent
		

		
			 
		

		
			By: /s/ Michael Berg
Name:Michael Berg
Title: Assistant Secretary
		

		
			 
		

		
			 
		

		
			GEN OPERATIONS II, LLC,
as Holdings
		

		
			 
		

		
			By: /s/ Michael Berg
Name:Michael Berg
Title: Assistant Secretary
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		








		

		
			EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO:
		

		
			 
		

		
			By: FC-GEN OPERATIONS INVESTMENT, LLC,
		

		
			its authorized agent
		

		
			 
		

		
			 
		

		
			By: /s/ Michael Berg
Name:Michael Berg
Title: Assistant Secretary
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		







WELLTOWER INC.,
as Administrative Agent
		

		
			 
		

		
			By:/s/ Mary Ellen Pisanelli
Name:Mary Ellen Pisanelli
Title: Authorized Signatory
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		







HCRI TUCSON PROPERTIES, INC.,
as Lender
		

		
			 
		

		
			By:/s/ Mary Ellen Pisanelli
Name:Mary Ellen Pisanelli
Title: Authorized Signatory
		

		
			 
		

		
			


		 


		

			 

		








		

		
			OHI MEZZ LENDER LLC,
		

		
			as Lender
		

		
			 
		

		
			By: /s/ Megan M. Ames
Name:Megan M. Ames
Title: Authorized Signatory
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		








		

			 

		


		

			 

		





		

		
			ANNEX I
		

		
			 
		

		
			1 EMERSON DRIVE NORTH OPERATIONS LLC
		

		
			1 EMERSON DRIVE SOUTH OPERATIONS LLC
		

		
			1 MAGNOLIA 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
		

		
			101 MILLS PLACE OPERATIONS LLC
		

		
			1020 SOUTH MAIN 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
		

		
			15810 SOUTH 42ND STREET OPERATIONS LLC
		

		
			16 FUSTING AVENUE OPERATIONS LLC
		

		
			161 BAKERS RIDGE ROAD OPERATIONS LLC
		

		
			1631 RITTER DRIVE OPERATIONS LLC
		

		
			1650 GALISTEO STREET 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
		

		
			215 WEST BROWN 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
		

		
			255 WEST BROWN ROAD 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
		

		
			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
		

		
			3514 FOWLER AVENUE OPERATIONS LLC
		

		
			3720 CHURCH ROCK STREET 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
		

		
			419 HARDING STREET 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
		

		
			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
		

		
			800 WEST MINER STREET OPERATIONS LLC
		

		
			8015 LAWNDALE STREET OPERATIONS LLC
		

		
			803 HACIENDA LANE 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
		

		
			920 SOUTH MAIN STREET 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
		

		
			9940 WEST UNION HILLS DRIVE OPERATIONS 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
		

		
			DRACUT JV 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
		

		
			GEN-NEXT HOLDCO I, 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
		

		
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			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
		

		
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			HBR BARDWELL LLC
		

		
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			HBR CAMPBELL LANE, LLC
		

		
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			KHI LLC 
		

		
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			MAGNOLIA JV LLC
		

		
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			MASSACHUSETTS HOLDINGS I, LLC
		

		
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			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
		

		
			OWENTON MANOR NURSING, LLC
		

		
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			ST. JOHN HEALTHCARE AND REHABILITATION CENTER, LLC
		

		
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			SUN HEALTHCARE GROUP, INC. 
		

		
			SUNBRIDGE BECKLEY HEALTH CARE LLC 
		

		
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			SUNBRIDGE BRITTANY REHABILITATION CENTER, LLC 
		

		
			SUNBRIDGE CARE ENTERPRISES WEST, LLC 
		

		
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			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-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 
		

		
			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
		

		
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			WOODLAND CARE CENTER, LLC
		

		
			


		 


		

			 

		








		

			 

		


		

			 

		





		

		
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