Common use of PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS Clause in Contracts

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 49 Section 13.1 Actions and Consents of Members 49 Section 13.2 Amendments 49 Section 13.3 Procedures for Meetings and Actions of the Members 49 ARTICLE XIV REDEMPTION RIGHTS 51 Section 14.1 Redemption Rights of Qualifying Parties 51 ARTICLE XV MISCELLANEOUS 53 Section 15.1 Company Counsel 53 Section 15.2 Appointment of Managing Member as Attorney-in-Fact 54 Section 15.3 Company Name; Goodwill 54 Section 15.4 Accounting and Fiscal Year 55 Section 15.5 Entire Agreement 55 Section 15.6 Further Assurances 55 Section 15.7 Notices 55 Section 15.8 Governing Law 56 Section 15.9 Jurisdiction 56 Section 15.10 Equitable Remedies 56 Section 15.11 Construction 56 Section 15.12 Counterparts 56 Section 15.13 Third Party Beneficiaries 56 Section 15.14 Binding Effect 57 Section 15.15 Severability 57 Section 15.16 Survival 57 Section 15.17 Anti-Money Laundering Representations and Undertakings 57 ANNEX A INITIAL COMPANY COMMON UNITS EXHIBIT A: NOTICE OF REDEMPTION EXHIBIT B: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGS

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 49 Section 13.1 Actions and Consents of Members 49 Section 13.2 Amendments 49 Section 13.3 Procedures for Meetings and Actions of the Members 49 ARTICLE XIV REDEMPTION RIGHTS 51 Section 14.1 Redemption Rights of Qualifying Parties 51 ARTICLE XV MISCELLANEOUS 53 Section 15.1 Company Counsel 53 Section 15.2 Appointment of Managing Member as Attorney-in-Fact 54 53 Section 15.3 Company Name; Goodwill 54 Section 15.4 Accounting and Fiscal Year 55 54 Section 15.5 Entire Agreement 55 54 Section 15.6 Further Assurances 55 Section 15.7 Notices 55 Section 15.8 Governing Law 56 55 Section 15.9 Jurisdiction 56 Section 15.10 Equitable Remedies 56 Section 15.11 Construction 56 Section 15.12 Counterparts 56 Section 15.13 Third Party Beneficiaries 56 Section 15.14 Binding Effect 57 56 Section 15.15 Severability 57 Section 15.16 Survival 57 Section 15.17 Anti-Money Laundering Representations and Undertakings 57 ANNEX A INITIAL COMPANY COMMON UNITS EXHIBIT A: NOTICE OF REDEMPTION EXHIBIT B: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGS

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 49 64 Section 13.1 Actions and Consents of Members 49 64 Section 13.2 Amendments 49 64 Section 13.3 Procedures for Meetings and Actions of the Members 49 65 ARTICLE XIV REDEMPTION RIGHTS 51 66 Section 14.1 Redemption Rights of Qualifying Parties 51 66 ARTICLE XV MISCELLANEOUS 53 69 Section 15.1 Company Counsel 53 69 Section 15.2 Appointment of Managing Member as Attorney-in-Fact 54 69 Section 15.3 Arbitration 70 Section 15.4 Company Name; Goodwill 54 71 Section 15.4 15.5 Accounting and Fiscal Year 55 71 Section 15.5 15.6 Entire Agreement 55 72 Section 15.6 15.7 Further Assurances 55 Section 15.7 Notices 55 72 Section 15.8 Notices 72 Section 15.9 Governing Law 56 Section 15.9 Jurisdiction 56 72 Section 15.10 Equitable Remedies 56 Construction 72 Section 15.11 Construction 56 Binding Effect 72 Section 15.12 Counterparts 56 Severability 72 Section 15.13 Third Party Beneficiaries 56 Confidentiality 73 Section 15.14 Binding Effect 57 Consent to Use of Name 75 Section 15.15 Severability 57 Consent by Spouse 76 Section 15.16 Survival 57 Counterparts 76 Section 15.17 Survival 76 Section 15.18 Anti-Money Laundering Representations and Undertakings 57 ANNEX A INITIAL COMPANY COMMON UNITS 76 EXHIBIT A: EXAMPLES REGARDING ADJUSTMENT FACTOR EXHIBIT B: NOTICE OF REDEMPTION EXHIBIT BC: CONSENT BY SPOUSE EXHIBIT D: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGSUNDERTAKINGS EXHIBIT E: EXCLUDED ASSETS THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC, dated as of [●], 201[_] (the “Effective Date”), is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation, as the Managing Member, and each of the Non-Managing Members (as defined herein).