Ex102



		

			Exhibit 10.2

		





		
			AMENDMENT NO. 3
TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
		

		
			This AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2019 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, in such capacity, the “Administrative Agent”), and the Lenders party hereto and is made with reference to that certain Fourth Amended and Restated Credit Agreement, dated as of March 6, 2018 (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 Genesis Healthcare, certain Subsidiaries of Genesis Healthcare from time to time party thereto, the lenders from time to time party thereto and the 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,  Borrowers have requested, and Administrative Agent and the Lenders have agreed, to take the following actions (all of which shall be deemed to occur simultaneously and by book entry on Agent’s system) (collectively, the “Commitment Reallocation”):
		

		
			A.Increase the aggregate Revolving Credit Commitments of all Revolving Lenders by $40,000,000 (the “Revolving Commitment Increase”), all of which increase shall be held by MidCap Funding IV Trust (“MCF IV”) and
		

		
			B.Allow Borrowers to make a voluntary prepayment, in part, of the Term Loan in an amount equal to $40,000,000 (the “Term Loan Partial Prepayment”), which prepayment shall be funded with proceeds of Revolving Loans and used to pay down the portion of the Term Loan held by MCF IV only.
		

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

			
	
			
				 SECTION I.
			CONSENT TO SUBJECT TRANSACTIONS




			
	
			
				 1.1
			Consent.  The Commitment Reallocation is hereby consented to by those Lenders whose consent is required under the Credit Agreement.  Specifically,




			
	
			
				 (a)
			Required Lenders consent to the Revolving Commitment Increase and the amendment to Schedule I of the Credit Agreement to reflect the same;




			
	
			
				 (b)
			Required Lenders consent to Borrowers’ request to make the Term Loan Partial Prepayment notwithstanding the terms of Section 2.7(b) of the Credit 





		 


			

					

						 


					

					

						 


					

					

						 


				




		

			 

		







	Agreement, which allows only a voluntary prepayment of the full amount of the Term Loan;




			
	
			
				 (c)
			Required Lenders and all Term Lenders consent to the application of the Term Loan Partial Prepayment solely to reduce the portion of the Term Loan held by MCF IV and agree that no prepayment fee shall be due in connection with the Term Loan Partial Prepayment; and




			
	
			
				 (d)
			Required Lenders consent to a temporary Revolving Loan Overadvance that will result from the making of a Revolving Loan that will fund the Term Loan Partial Prepayment (the “Specified Revolving Loan”) so long as: (i) such Revolving Loan is made solely by MCF IV and (ii) such Revolving Loan Overadvance is eliminated immediately upon the making of the Term Loan Partial Prepayment.




			
	
			
				 1.2
			Acknowledgment.  Borrowers hereby agree and acknowledge that no Loan proceeds will be funded to the Borrowers as part of the Commitment Reallocation and further direct Agent to apply the proceeds of the Specified Revolving Loan to reduce the Term Loan held by MCF IV.




			
	
			
				 1.3
			Revolving Loan Repayments.  Revolving Lenders hereby agree and acknowledge that, to the extent the making of the Specified Revolving Loan results in the outstanding Revolving Loans made by MCF IV exceeding its Pro Rata Share of the aggregate Revolving Credit Outstandings at such time, Agent shall be permitted to apply the proceeds of collections received in the Agent Collection Account solely to reduce the outstanding Revolving Loans made by MCF IV until such time as the Revolving Loan Outstandings are allocated among the Revolving Lenders in accordance with each Revolving Lender’s Pro Rata Share thereof.  




			
	
			
				 SECTION II.
			AMENDMENTS TO CREDIT AGREEMENT 




			
	
			
				 2.1
			Commitments.  Agent, Borrowers and Required Lenders agree that Schedule I of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto. 




			
	
			
				 2.2
			Revolving Credit Commitments.  Agent, Borrowers and Required Lenders agree that the first sentence of Section 2.1(a) of the Credit Agreement is hereby deleted in its entirety and restated to read as follows:




		
			“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 $168,000,000 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 


		 


			

					

						 


					

					

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time; provided,  further, that no Revolving Loan to be made shall, at any time, exceed the Borrowing Availability.”    
		

			
	
			
				 SECTION III.
			CONDITIONS TO EFFECTIVENESS




			
	
			
				 3.1
			This Amendment shall become effective as of the date hereof only upon Administrative Agent’s receipt of this fully executed Amendment which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and each Lender whose consent is required hereunder.  




			
	
			
				 SECTION IV.
			Costs, Fees and Expenses.  




		
			Borrowers shall be responsible for the payment of all reasonable costs, fees and expenses of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents.  If Administrative Agent uses in-house counsel for any of these purposes, Borrowers shall be responsible for reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Administrative Agent for the work performed; provided that, in accordance with Section 11.3 of the Credit Agreement, the rate charged for such work performed by in-house counsel shall not exceed $450.00 per hour, and Borrowers shall not be liable for in-house legal fees for the same matters on which outside legal counsel has been engaged.   All such costs, fees and expenses shall be paid with proceeds of Revolving Loans.
		

			
	
			
				 SECTION V.
			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) 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.
		

		
			


		 


			

					

						 


					

					

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				 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 as modified by this Amendment. 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.




			
	
			
				 SECTION VII.
			RELEASE OF ADMINISTRATIVE AGENT AND LENDERS




		
			As of the date of this Amendment, each Loan Party (a) 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, (b) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (c) 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




			
	
			
				 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.




			
	
			
				 8.2
			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 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 Credit Agreement.




		
			


		 


			

					

						 


					

					

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				 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 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.




		
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						BORROWERS:

					
					
						GENESIS HEALTHCARE, INC., a Delaware corporation


					
						
By: /s/ Michael Sherman

					
						Michael S. Sherman

					
						Senior Vice President, Secretary and Assistant Treasurer

					
						 

				
	
					
						 

					
					
						FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company


By: /s/ Michael Sherman

					
						Michael S. Sherman

					
						Senior Vice President, Secretary and Assistant Treasurer

					
						 

				
	
					
						 

					
					
						GENESIS HEALTHCARE LLC, a Delaware limited liability company


By: /s/ Michael Sherman

					
						Michael S. Sherman

					
						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 Sherman

					
						Michael S. Sherman

					
						Senior Vice President, Secretary and Assistant Treasurer

				



		
			 
		

		
			 
		

		



		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						

					
						 

					
					
						 

					
						By:    Apollo Capital Management, L.P.

					
						ts:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						ts:  General Partner

					
						 

					
						 

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						 

					
						 

				
	
					
						ADMINISTRATIVE AGENT:

					
					
						MIDCAP FUNDING IV TRUST, a Delaware statutory trust

					
						 

					
						By:    Apollo Capital Management, L.P.

					
						Its:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						Its:  General Partner

					
						 

					
						

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						 

				



		
			 
		

		
			
		

		



		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						

					
						 

					
					
						 

					
						By:    Apollo Capital Management, L.P.

					
						ts:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						ts:  General Partner

					
						 

					
						By: /s/ Maurice Amsellem
Maurice Amsellem

					
						Authorized Signatory

					
						 

					
						 

				
	
					
						LENDERS:

					
					
						MIDCAP FUNDING V TRUST, a Delaware statutory trust

					
						 

					
						By:    Apollo Capital Management, L.P.

					
						Its:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						Its:  General Partner

					
						 

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						


				
	
					
						 

					
					
						MIDCAP FUNDING IV TRUST, a Delaware statutory trust

					
						 

					
						By:    Apollo Capital Management, L.P.

					
						Its:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						Its:  General Partner

					
						 

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						MIDCAP FUNDING XVI TRUST, a Delaware statutory trust

					
						 

					
						By:    Apollo Capital Management, L.P.

					
						Its:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						Its:  General Partner

					
						 

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						MIDCAP FUNDING XXX TRUST, a Delaware statutory trust

					
						 

					
						By:    Apollo Capital Management, L.P.

					
						Its:  Investment Manager

					
						 

					
						By:    Apollo Capital Management GP, LLC

					
						Its:  General Partner

					
						 

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						 

				




		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						

					
						LENDERS:

					
					
						MCO 2 LIMITED PARTNERSHIP

					
						 

					
						By:  Apollo Capital Management, L.P.

					
						Its:  Investment Manager

					
						 

					
						By:  Apollo Capital Management GP, LLC

					
						Its:  General Partner

					
						 

					
						By: /s/ Maurice Amsellem

					
						Maurice Amsellem

					
						Authorized Signatory

					
						 

				



		
			 
		

		
			
		

		



		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						

					
						 

					
					
						 

					
						By:    Apollo Investment Management, L.P.

Its:  Advisor

					
						 

					
						By:    ACC Management GP, LLC

Its”  General Partner


					
						By: /s/ Joseph D. Glatt

Joseph D. Glatt

					
						Authorized Signatory

					
						 

					
						 

				
	
					
						LENDERS:

					
					
						APOLLO INVESTMENT CORPORATION

					
						 

					
						By:    Apollo Investment Management, L.P.

					
						Its:  Advisor

					
						 

					
						By:    ACC Management GP, LLC

					
						Its”  General Partner

					
						 

					
						By: /s/ Joseph D. Glatt

					
						Joseph D. Glatt

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						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

					
						Joseph D. Glatt

					
						Vice President

				
	
					
						 

					
					
						 

					
						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

					
						Joseph D. Glatt

					
						Vice President

				




		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						

					
						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 Loan Fund

					
						 

					
						By:  ACF Europe Management, LLC
Its:  Portfolio Manager

					
						 

					
						By:  Apollo Capital Management, L.P.

Its:  Sole Member

					
						 

					
						By:  Apollo Capital Management GP, LLC
Its:  General Partner

					
						 

					
						By: /s/ Joseph D. Glatt

					
						Joseph D. Glatt

					
						Vice President

					
						 

				
	
					
						 

					
					
						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

					
						Joseph D. Glatt

					
						Authorized Signatory

					
						 

				



		
			 
		

		
			 
		

		



		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		








		

			 

		




	
					
						

					
						 

					
					
						 

					
						By:  Athene Asset Management LLC

Its  Investment Adviser

					
						 

					
						

					
						By: /s/ James M. Hassett

					
						Name: James M. Hassett

					
						Title:  Executive Vice President, Credit

					
						 

					
						 

				
	
					
						LENDERS:

					
					
						AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

					
						 

					
						By:  Athene Asset Management LLC

Its  Investment Adviser

					
						 

					
						

					
						By: /s/ James M. Hassett

					
						Name: James M. Hassett

					
						Title:  Executive Vice President, Credit

					
						 

				
	
					
						 

					
					
						MIDLAND NATIONAL LIFE INSURANCE COMPANY


					
						By:  Athene Asset Management LLC

Its  Investment Adviser

					
						 

					
						

					
						By: /s/ James M. Hassett

					
						Name: James M. Hassett

					
						Title:  Executive Vice President, Credit

					
						 

				



		
			 
		

		
			 
		

		



		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		








		

			 

		




	
					
						

					
						 

					
					
						MidCap Financial Services Capital Management,
LLC 
Its:Collateral Manager

					
						 /s/ John O’Dea
John O’Dea
Authorized Signatory

					
						 

				




		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						LENDERS:

					
					
						WOODMONT 2017-1 TRUST

					
						By:MidCap Financial Services Capital Management,
LLC 
Its:Collateral Manager

					
						By: /s/ John O’Dea

					
						John O’Dea

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						WOODMONT 2017-2 TRUST

					
						By:MidCap Financial Services Capital Management,
LLC
Its:Collateral Manager

					
						By: /s/ John O’Dea

					
						John O’Dea

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						WOODMONT 2017-3 LP 

					
						By:MidCap Financial Services Capital Management, LLC
Its:Collateral Manager

					
						By: /s/ John O’Dea

					
						John O’Dea

					
						Authorized Signatory

					
						 

				
	
					
						 

					
					
						WOODMONT 2018-4 TRUST

					
						By:MidCap Financial Services Capital Management,
LLC
Its:Collateral Manager

					
						By: /s/ John O’Dea

					
						John O’Dea

					
						Authorized Signatory

				




		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		







	
					
						

					
						LENDERS:

					
					
						WOODMONT 2018-5 TRUST

					
						By:MidCap Financial Services Capital Management, LLC
Its:Collateral Manager

					
						By: /s/ John O’Dea

					
						John O’Dea

					
						Authorized Signatory

				



		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		








		

			 

		





		

		
			 
		

			
					
						LENDERS:

					
					
						33RD STREET FUNDING LLC

					
						 

					
						By: /s/ Gregg Bresner
Gregg Bresner
President and Chief Information Officer 

					
						 

				
	
					
						 

					
					
						34TH STREET FUNDING LLC

					
						 

					
						By: /s/ Gregg Bresner
Gregg Bresner
President and Chief Information Officer 

					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						SIGNATURE PAGE TO AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


				




		

			 

		








		

		
			ANNEX I-A
		

		
			BORROWERS
		

			
					
						 

				
	
					
						Name

				
	
					
						1 Emerson Drive North Operations LLC

				
	
					
						1 Emerson Drive South Operations LLC

				
	
					
						1 Glen Hill Road 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

				
	
					
						120 Murray Street Operations LLC

				
	
					
						1201 Rural Avenue Operations LLC

				
	
					
						12-15 Saddle River Road Operations LLC

				
	
					
						1240 Pinebrook Road, LLC

				
	
					
						1245 Church Road Operations LLC

				




		 


			

					

						 


					

					

						Schedule I - 1


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						1248 Hospital Drive Operations 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

				
	
					
						1405 S. Monroe Street Operations LLC

				
	
					
						1420 South Black Horse Pike Operations 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

				
	
					
						1660 Hospital 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

				




		 


			

					

						 


					

					

						Schedule I - 2


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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

				
	
					
						205 Armstrong Avenue Operations LLC

				
	
					
						215 West Brown Road 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

				
	
					
						2305 Rancocas Road Operations LLC

				
	
					
						239 Pleasant Street Operations LLC

				
	
					
						24 Truckhouse Road Operations LLC

				
	
					
						25 East Lindsley Road Operations LLC

				
	
					
						255 West Brown Road Operations LLC

				
	
					
						2507 Chestnut Street Operations LLC

				
	
					
						2600 Highlands Boulevard, North, LLC

				
	
					
						2601 Evesham Road Operations LLC

				
	
					
						261 Terhune Drive Operations LLC

				
	
					
						262 Toll Gate Road Operations LLC

				
	
					
						2720 Charles Town Road Operations LLC

				
	
					
						279 Cabot Street Operations LLC

				
	
					
						290 Hanover Street Operations LLC

				




		 


			

					

						 


					

					

						Schedule I - 3


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						290 Red School Lane Operations LLC

				
	
					
						2900 Twelfth Street North, LLC

				
	
					
						292 Applegarth Road Operations LLC

				
	
					
						298 Main Street 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

				
	
					
						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 Crosby Street Operations LLC

				
	
					
						40 Parkhurst Road Operations LLC

				




		 


			

					

						 


					

					

						Schedule I - 4


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						400 29th Street Northeast Operations LLC

				
	
					
						400 Groton Road Operations LLC

				
	
					
						400 Vision Drive Operations LLC

				
	
					
						419 Harding Street 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

				
	
					
						4901 North Main Street Operations LLC

				
	
					
						4927 Voorhees Road, LLC

				
	
					
						50 Mulberry Tree Street Operations LLC

				
	
					
						50 Pheasant Road 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

				
	
					
						5501 Perkiomen Avenue Operations LLC

				




		 


			

					

						 


					

					

						Schedule I - 5


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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

				
	
					
						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

				




		 


			

					

						 


					

					

						Schedule I - 6


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						8 Rose Street Operations LLC

				
	
					
						8 Snow Road Operations LLC

				
	
					
						800 West Miner Street Operations LLC

				
	
					
						803 Hacienda Lane 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

				
	
					
						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

				
	
					
						9940 West Union Hills Drive Operations LLC

				
	
					
						Alexandria Care Center, LLC

				
	
					
						Alta Care Center, LLC

				




		 


			

					

						 


					

					

						Schedule I - 7


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						Anaheim Terrace Care Center, LLC

				
	
					
						Bay Crest Care Center, LLC

				
	
					
						Belen Meadows Healthcare and Rehabilitation Center, LLC

				
	
					
						Belmont Nursing Center, 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

				
	
					
						Gen-Next Holdco I, LLC

				
	
					
						GEN Operations I, LLC

				
	
					
						GEN Operations II, LLC

				
	
					
						Genesis Administrative Services LLC

				




		 


			

					

						 


					

					

						Schedule I - 8


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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 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

				




		 


			

					

						 


					

					

						Schedule I - 9


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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

				




		 


			

					

						 


					

					

						Schedule I - 10


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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 Danbury, LLC

				
	
					
						HBR Elizabethtown, LLC

				
	
					
						HBR Kentucky, 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

				




		 


			

					

						 


					

					

						Schedule I - 11


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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

				




		 


			

					

						 


					

					

						Schedule I - 12


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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

				




		 


			

					

						 


					

					

						Schedule I - 13


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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 - 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

					
						 

					
						 

					
						 

				




		 


			

					

						 


					

					

						Schedule I - 14


					

					

						 


				




		

			 

		







	

      

         

      


    
	

      

        Name

      


    
	
					
						

					
						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

				



		
			 
		

		
			 
		


		 


			

					

						 


					

					

						Schedule I - 15