THIRD AMENDED & RESTATED CREDIT AGREEMENT dated as of February 2, 2015, among GENESIS HEALTHCARE, INC. FC-GEN OPERATIONS INVESTMENT, LLC GENESIS HOLDINGS, LLC SKILLED HEALTHCARE, LLC and THE OTHER ENTITIES LISTED ON ANNEX I, as Borrowers, and THE...

Exhibit 10.14

THIRD AMENDED & RESTATED CREDIT AGREEMENT

dated as of February 2, 2015,

among

GENESIS HEALTHCARE, INC.

FC-GEN OPERATIONS INVESTMENT, LLC

GENESIS HOLDINGS, LLC

SKILLED HEALTHCARE, LLC

and

THE OTHER ENTITIES LISTED ON ANNEX I,
as Borrowers,

and

THE LENDERS AND L/C ISSUERS PARTY HERETO

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent

GE CAPITAL MARKETS, INC.,
as Sole Book Running Manager, Sole Documentation Agent and Sole Lead Arranger

CAPITAL ONE, N.A.,

 as Syndication Agent

· · · ·

TABLE OF CONTENTS

i

ii

iii

iv

Annexes

Exhibits

Schedules

v

vi

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 2, 2015, is entered into by and among GENESIS HEALTHCARE, INC. (formerly known as Skilled Healthcare Group, Inc., “Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“LLC Parent”), SKILLED HEALTHCARE, LLC, a Delaware limited liability company (“Skilled Holdings”), GENESIS HOLDINGS, LLC, a Delaware limited liability company (“Genesis Holdings”), GENESIS HEALTHCARE LLC (as a Borrower and as agent for the Borrowers pursuant to Section 11.23) and the entities listed with their jurisdiction of organization on Annex I-A hereto and each Person becoming a party hereto as a “Borrower” in accordance with Section 7.10 (collectively, “Borrowers”), certain financial institutions from time to time party hereto (as defined below, collectively, “Lenders”), L/C Issuers (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, “Administrative Agent”).

WHEREAS, certain subsidiaries of Ultimate Party, as “Borrowers” or “Guarantors”, GECC, L/C Issuer and Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of December 3, 2012, as amended by that certain Consent and Amendment No. 1 to Credit Agreement, dated as of April 1, 2013; that certain Amendment No. 2 to Credit Agreement, dated as of June 20, 2013, that certain Amendment No. 3 to Credit Agreement, dated as of June 25, 2013, that certain Amendment No. 4 to Credit Agreement, dated as of July 26, 2013 and that certain Amendment No. 5 to Credit Agreement, dated as of January 21, 2014 (as so amended and as otherwise amended, amended and restated, supplemented or modified prior to the date hereof, the “Original Credit Agreement”), pursuant to which Administrative Agent and Lenders agreed to make certain advances and other financial accommodations to Borrowers;

WHEREAS, in connection with the continued working capital and other needs of Borrowers and the other Loan Parties and the consummation of the indirect acquisition, which is to become effective as of the date hereof by LLC Parent of the business of Ultimate Parent (as defined below) (the “Skilled Acquisition”) pursuant to and in accordance with the terms of the Purchase and Contribution Agreement, dated as of August 18, 2014, between LLC Parent and Ultimate Parent (the “Skilled Purchase Agreement”), and the refinancing and termination in full of the Existing Skilled Credit Facilities (as defined below) and the discharge in full of all guarantees and collateral provided in connection therewith (the “Skilled Refinancing”) and to pay related fees and expenses associated with the foregoing, Borrowers and the other Loan Parties have requested, among other things, that Administrative Agent and Lenders (i) increase the Revolving Credit Commitment, (ii) release the Released Loan Parties from their obligations under this Agreement and the other Loan Documents, (iii) join the New Loan Parties as parties to this Agreement and the other Loan Documents, as required, pursuant to the requirements hereof, and (iv) amend certain other covenants and provisions of the Original Credit Agreement; and

WHEREAS, Administrative Agent and Lenders have agreed to the requests of Borrowers and the other Loan Parties on the terms and conditions set forth herein and in the other Loan Documents.

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

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1                                    Defined Terms(a).  As used in this Agreement, the following terms have the following meanings:

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“ABL Priority Collateral” has the meaning specified in the Intercreditor Agreement.

“Account” has the meaning specified in the Security Agreement.

“Account Debtor” means any Person obligated on any Account of any Borrower, including an Account Debtor that is Medicaid, Medicare or TRICARE.

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

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

“Acquired Permitted CapEx Amount” has the meaning specified in Section 5.5.

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

“Affected Lender” has the meaning specified in Section 2.18(a).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.  No Secured Party shall be an Affiliate of any Borrower nor shall any Secured Party be deemed to be an “Affiliate” of any Loan Party solely by virtue of being a “Lender” or “Secured Party” under this Agreement.  For purpose of this definition, “control” means (i) the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise or (ii) beneficial ownership of 10% or more of the Voting Stock of such Person.

“Agent Collection Account” has the meaning specified in Section 7.12(b).

“Agreement” means this Third Amended and Restated Credit Agreement, as it may be amended, restated, replaced or otherwise modified from time to time.

“Allocable Share” means, with respect to each Borrower, the percentage obtained by multiplying (i) the aggregate Revolving Credit Commitments as of any date of determination by (ii) the ratio of the revenue attributable to such Borrower to Consolidated revenue.

“Anti-Terrorism Laws” has the meaning specified in Section 4.18.

“Applicable Indebtedness” has the meaning specified in the definition of “Weighted Average Life to Maturity”.

“Applicable Margin” means either the Applicable Margin — Tranche A-1 Base Rate Loan, the Applicable Margin —Tranche A-1 LIBOR Loan, Applicable Margin — Tranche A-2 Base Rate Loan, the Applicable Margin —Tranche A-2 LIBOR Loan, the Applicable Margin — FILO Tranche LIBOR Loan or the Applicable Margin — FILO Tranche Base Rate Loan.

“Applicable Margin — FILO Tranche Base Rate Loan” means, with respect to each Revolving Loan — FILO Tranche that is a Base Rate Loan, 4.0% per annum.

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“Applicable Margin — FILO Tranche LIBOR Loan” means, with respect to each Revolving Loan — FILO Tranche that is a LIBOR Rate Loan, 5.0% per annum.

“Applicable Margin — Tranche A-1 Base Rate Loan” means, with respect to each Revolving Loan — Tranche A-1 that is a Base Rate Loan and each Swing Loan:

“Applicable Margin — Tranche A-1 LIBOR Loan” means, with respect to each Revolving Loan — Tranche A-1 that is a LIBOR Rate Loan:

“Applicable Margin — Tranche A-2 Base Rate Loan” means, with respect to Revolving Loan — Tranche B that is a Base Rate Loan:

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“Applicable Margin — Tranche A-2 LIBOR Loan” means, with respect to Revolving Loan — Tranche B that is a LIBOR Rate Loan:

“Approved Insurer” means each Person identified on Schedule 1.1A and any Insurer or other Person (other than Medicaid, Medicare or TRICARE), in each case, as may be approved by Administrative Agent in good faith and in its exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Asset Sale” means the Transfer (by way of merger, casualty, condemnation or otherwise) by any Loan Party to any Person other than any other Loan Party of (a) any Equity Interests or Equity Equivalents of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Loan Parties (other than (i) inventory, damaged, no longer useful or needed, obsolete or worn out assets, scrap, cash and Cash Equivalents, in each case Transferred in the ordinary course of business, (ii) Transfers between or among Subsidiaries that are not Loan Parties, (iii) Transfer of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Transfer are applied to the purchase price of such replacement property (which replacement property is actually promptly purchased), (iv) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Loan Parties, taken as a whole, (v) subject to the limitations set forth in Section 8.4, Transfers of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, (vi) Transfers of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (vii) Transfers constituting Investments permitted by Section 8.4, Transfers permitted by Section 8.5(a), Restricted Payments permitted by Section 8.6 and Liens permitted by Section 8.2, (viii) the unwinding of any Hedge Agreement, (ix) any Transfer or series of related Transfers having a value not in excess of $1,500,000, (x) the assignment, cancellation, abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Loan Parties, no longer economically practicable to maintain or useful in the conduct of the business of the Loan Parties taken as a whole, and

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(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, 2013 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, 2010, December 31, 2011 and December 31, 2012.

“Available Amount” means (a) the sum of (i) the aggregate cumulative amount, which shall in no event be less than zero, of Excess Cash Flow of the Loan Parties for Fiscal Year 2013 and each full Fiscal Year ending thereafter that is not required, pursuant to the provisions of Section 2.8(c) of the Term Loan Agreement, to be applied to the prepayment of loans thereunder plus (ii) Net Cash Proceeds of Excluded Issuances received by GHLLC after January 21, 2014, minus (b) any amount previously expended pursuant to Section 8.4(l), Section 8.6(a)(vii)(B) and/or Section 8.9(b)(iv).

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“Barclays” means Barclays Bank PLC.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Administrative Agent), (b) the sum of 3.0% per annum and the Federal Funds Rate, and (c) the sum of (x) the LIBOR Rate, as defined herein, calculated for each such day based on an Interest Period of one (1) month determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin — Tranche A-1 LIBOR Loan, Applicable Margin — Tranche A-2 LIBOR Loan or the Applicable Margin — FILO Tranche LIBOR Loan (as applicable) over the Applicable Margin — Tranche A-1 Base Rate Loan, Applicable Margin — Tranche A-2 Base Rate Loan or the Applicable Margin — FILO Tranche Loan (as applicable), in each instance, as of such day.  Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “Prime Rate”, the “bank prime loan” rate, the Federal Funds Rate, or the LIBOR Rate for an Interest Period of one (1) month.

“Base Rate Loan” means any Loan that bears interest based on the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise), other than a Foreign Pension Plan or Multiemployer Plan, to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

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

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“Borrowing” means a borrowing consisting of Loans (other than Swing Loans and Loans deemed made pursuant to Section 2.3) made in the Revolving Credit Facility on the same day by the Lenders according to their respective Revolving Credit Commitments under the Revolving Credit Facility.

“Borrowing Availability — FILO Tranche” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment — FILO Tranche of all Lenders and (ii) Borrowing Base — FILO Tranche.

“Borrowing Availability — Tranche A-1” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment — Tranche A-1 of all Lenders and (ii) Borrowing Base — ▇▇▇▇▇▇▇ ▇-▇, in each case, less the Revolving Credit Outstandings — Tranche A-1.

“Borrowing Availability — Tranche A-2” means as of any date of determination the lesser of (i) the aggregate Revolving Credit Commitment — Tranche A-2 of all Lenders and (ii) Borrowing Base — ▇▇▇▇▇▇▇ ▇-▇, in each case, less the Revolving Credit Outstandings — Tranche A-2

“Borrowing Base” means, as of any date of calculation, the sum of the Borrowing Base — Tranche A-1 , the Borrowing Base — Tranche A-2  and the Borrowing Base — FILO Tranche; provided, however, based on the analysis of facts or events first occurring or discovered by Administrative Agent after the Closing Date, Administrative Agent, in its reasonable credit judgment consistent with its underwriting and general business practices, may from time to time (i) adjust the Borrowing Base — Tranche A-1, the Borrowing Base — Tranche A-2, and/or the Borrowing Base — FILO Tranche by applying percentages (known as “liquidity factors”) to the applicable Eligible Accounts by payor class based upon Borrowers’ actual recent collection history for each such payor class (i.e., Medicaid, Medicare, commercial insurance, etc.) in a manner consistent with Administrative Agent’s underwriting practices and procedures and (ii) further reduce the Borrowing Base — Tranche A-1, the Borrowing Base — Tranche A-2, and/or the Borrowing Base — FILO Tranche by such reserves as Administrative Agent deems reasonably appropriate, including reserves for potential future exposure under Secured Hedge Agreements and to reflect historically recurring declines, or projected declines, in the amount of the applicable Eligible Accounts — Tranche A-1 or Eligible Accounts — ▇▇▇▇▇▇▇ ▇-▇, and reserves with respect to all recoupments and overpayments; provided, further, that none of the Borrowing Base — Tranche A-1, the Borrowing Base — Tranche A-2 nor the Borrowing Base — FILO Tranche shall include the applicable Eligible Accounts related to any Loan Party (i) that became a Borrower pursuant to Section 7.10 and which the Administrative Agent has determined in its sole discretion to exclude from the calculation of the Borrowing Base or (ii) against which a case or proceeding referred to in Section 9.1(g) or (h) have been instituted.  In the event of any occurrence requiring notice under clause (e) of Section 6.2, Administrative Agent may immediately require the establishment of reserves that, in its sole credit judgment, are necessary to offset any loss of the applicable Eligible Accounts related to such closing in respect of such Facility.  Each such change shall become effective (x) with respect to any Revolving Loan — Tranche A, immediately following notice of such change; provided, however, to the extent that the establishment of such reserve will result in an Revolving Loan — Tranche A Overadvance, Administrative Agent shall not establish such reserve without at least two (2) Business Days prior notice to Borrower and (y) with respect to any Revolving Loan - FILO Tranche Overadvance, immediately without notice of any kind.

“Borrowing Base — FILO Tranche” means, as of any date of calculation, 5% of the Eligible Accounts Tranche A-1, as adjusted in accordance with the definition of the term “Borrowing Base”.

“Borrowing Base — Tranche A-1” means, for each applicable period, the percentage of Eligible Accounts - Tranche A-1 set forth opposite such period in the table below, in each case, as adjusted in accordance with the definition of the term “Borrowing Base”:

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“Borrowing Base — Tranche A-2” means, as of any date of calculation, eighty-five percent (85%) of the Eligible Accounts — Tranche A-2, as adjusted in accordance with the definition of the term “Borrowing Base”:

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit I.

“Business” means the business and any services, activities or businesses incidental or directly related or similar or complementary to any business or line of business engaged in by the Loan Parties or any business or business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Business Day” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of any LIBOR Rate or LIBOR Rate Loan or any funding, conversion, continuation, Interest Period or payment of any LIBOR Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“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 Ultimate Parent (or if such statement relates to a period prior to the Closing Date, LLC Parent) for such period prepared in accordance with GAAP, but excluding (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure to the extent that proceeds of Asset Sales, debt financings or lease financings are used to make such expenditure, (iii) the

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purchase price of assets purchased during such period to the extent the consideration therefor consists of any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business, (iv) expenditures which constitute consideration paid in respect of Permitted Acquisitions and other Investments permitted under Section 8.4 (other than Investments permitted under Section 8.4(j)), (v) any such expenditures made with the proceeds of any Excluded Issuance or the incurrence of any Indebtedness permitted under this Agreement, (vi) expenditures constituting interest capitalized during such period, (vii) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third-party and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third-party or any other Person, and (viii) solely for purposes of determining compliance with Section 5.5, any cash expenditure made in connection with any Health Care REIT Asset Buyback.

“Capital Lease Obligations” means, at any time, as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or tangible personal property, or a combination thereof, to the extent such obligations are required to be classified and accounted for as capital leases or similar lease financing obligations on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating lease as determined in accordance with GAAP as of the Closing Date, be considered a capital lease for purposes of this definition as a result of any changes in GAAP subsequent to the Closing Date.

“Cash Collateral Account” means a deposit account or securities account (including Controlled Deposit Accounts and Controlled Securities Accounts) in the name of a Borrower and under the sole control (as defined in the applicable UCC) of Administrative Agent and (a) in the case of a deposit account, from which such Borrower may not make withdrawals except as permitted by Administrative Agent and (b) in the case of a securities account, with respect to which Administrative Agent shall be the entitlement holder and the only Person authorized to give entitlement orders with respect thereto.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency or instrumentality of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-2” from S&P or at least “P-2” from Moody’s, (c) any commercial paper rated at least “A-2” by S&P or “P-2” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.

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“Cash Management Document” means any certificate, agreement or other document executed by the Loan Parties in respect of the Cash Management Obligations of the Loan Parties.

“Cash Management Obligation” means, with respect to the Loan Parties, any direct or indirect liability, contingent or otherwise, of any such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by the Administrative Agent, any Lender or any Affiliate of any of them, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“Certificated Security” has the meaning specified in the Security Agreement.

“Change of Control” means that (i) Ultimate Parent shall cease to own directly or indirectly (x) less than 50% of the Equity Interests of LLC Parent, (y) 100% of the Equity Interests of any other of the managing members of LLC Parent or (z) 100% of the Equity Interests of SGH Partnership, LLC or Genesis Partnership, LLC (except, in each case, to the extent expressly permitted by Section 8.5(a)(i)(A)), (ii) except to the extent expressly permitted by Section 8.5(a)(ii), Ultimate Parent and LLC Parent shall, collectively, cease to own, directly or indirectly, 100% of the Equity Interests of Parent, Holdings, Skilled Holdings, Genesis Holdings or GHLLC; (iii) Holdings (or, if Holdings is no longer in existence in accordance with Section 8.5(a)(ii), Parent or LLC Parent) shall cease to own, directly or indirectly, 100% of the Equity Interests of Skilled Holdings, Genesis Holdings or GHLLC; (iv) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors is or becomes the beneficial owner, directly or indirectly, of more than 35% of the Voting Stock of Ultimate Parent and such person or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the Voting Stock of Ultimate Parent than the percentage of outstanding Voting Stock of Ultimate Parent owned by the Permitted Investors or (v) a “change of control” or similar concept under the Term Loan Documents, or any Material Master Leases shall have occurred.

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

“Closing Date” means February 2, 2015.

“CMS Bulletin” has the meaning specified in Section 7.12(a)(iii).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning specified therefor in the Security Agreement.

“Collateral Coverage Requirement” means at any date of determination, the requirement that the licensed beds of the Loan Parties constitute at least 75.0% of the licensed beds of the Borrowers, taken as a whole as of such date.

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

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Concentration Accounts” has the meaning specified in Section 7.12(a)(i)(B).

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“Concentration Account Collecting Bank” has the meaning specified in Section 7.12(a)(i)(B).

“Consolidated” and “Consolidated Basis” means, with respect to any Person, the accounts or results of such Person and its Subsidiaries, consolidated in accordance with GAAP, excluding the revenues, expenses, assets and liabilities of variable interest entities having indebtedness that is non-recourse to such Person.

“Consolidated Cash Interest Expense” means, for any period, the Consolidated Interest Expense for such period minus the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs (including, without limitation, amortization of financing fees and expenses paid in connection with the transactions contemplated by the Loan Documents and Permitted Acquisitions), (b) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (c) other non-cash interest.

“Consolidated Current Assets” means, with respect to any Person, at any date, the Consolidated current assets (other than cash and Cash Equivalents) of such Person.

“Consolidated Current Liabilities” means, with respect to any Person, at any date, the Consolidated current liabilities of such Person at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding loans under the Term Loan Facility.

“Consolidated EBITDA — ABL” means, with respect to any Person, for any measurement period, (a) Consolidated Net Income for such period plus (b) the sum of, in each case to the extent deducted in the calculation of such Consolidated Net Income but without duplication, (i) provisions for federal and state income taxes, (ii) Consolidated Interest Expense, amortization of debt discount and commissions and other fees and charges associated with certain indebtedness, (iii) losses in the amount of any cash or non-cash unusual or extraordinary losses that are in excess of $100,000 and any other non-recurring losses, (iv) depreciation, depletion and amortization expense, (v) certain aggregate net losses on the transfer of property outside the ordinary course of business, (vi) certain other non-cash expenditures, charges or losses for such period, including the amount of any compensation deduction as the result of any grant of Equity Interests or Equity Equivalents to employees, officers, directors or consultant, (vii) Lease expense, (viii) costs, fees and expenses (A) incurred in connection with the Skilled Transactions on or before the Closing Date (whether or not actually paid on or before the Closing Date) and (B) incurred in connection with the Skilled Transactions after the Closing Date (which shall be added to Consolidated Net Income on a Pro Forma Basis assuming an eighteen (18) month straight-line amortization of such costs, fees and expenses (commencing on the date such amount is incurred)); provided that, in each case of clause (A) and clause (B), such costs, fees and expenses are, in Administrative Agent’s reasonable judgment, identifiable and factually supportable as being incurred in connection with the Skilled Transactions, (ix) for each measurement period ending within one (1) year following the date of the certificate of occupancy, certain aggregate losses incurred in connection with the startup of newly constructed Facilities; provided, that such losses shall not, in the aggregate, exceed $5,000,000 in any four consecutive Fiscal Quarters, (x) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within (A) 15 months of the date such actions are first taken in connection with the Skilled Transactions or (B) 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA — ABL from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (x) shall not exceed $30,000,000 in the aggregate, in the case of net cost savings and

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acquisition synergies with respect to the Skilled Transactions and (y) 15% of Consolidated EBITDA — ABL in any period, otherwise, and (xi) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 8.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any Fiscal Year, minus (c) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains; and minus (d) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) credit for federal and state income taxes, (ii) interest income, (iii) certain aggregate net gain from the transfer of property out of the ordinary course of business, (iv) other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Equity Interests or Equity Equivalent, (v) cash Lease expense accrued during such period, (vi) for each measurement period ending within one (1) year following the date of the certificate of occupancy, certain aggregate gains from the startup of newly constructed Facilities; provided, that such gains shall not, in the aggregate, exceed $5,000,000 in any four consecutive Fiscal Quarters, and (vii) certain other cash payment in respect of expenditures, charges and losses that have been added to Consolidated EBITDA — ABL pursuant to clause (b)(vi) above in any prior period.

“Consolidated EBITDA — Term Loan” means, with respect to any Person, for any measurement period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) Consolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization, plus (iv) the amount of any non-cash charges (other than the write-down of current assets), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Skilled Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Transfer, incurrence of (or amendments or modifications to) Indebtedness or issuance of Equity Interests or Equity Equivalents, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), plus (viii) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized (x) within 15 months of the date such actions are first taken in connection with the Skilled Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA — ABL from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause shall not exceed (x) $30,000,000 in the aggregate, in the case of net cost savings and acquisition synergies with respect to the Skilled Transactions or (y) 15% of Consolidated EBITDA — Term Loan in any period, otherwise, plus (ix) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 8.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any Fiscal Year, minus (y) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains.  Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Closing Date will be included in clause (v) above.  In addition, (A) there shall be included on a Pro

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Forma Basis in determining Consolidated EBITDA — Term Loan for any period, without duplication, Acquired EBITDA of any Person acquired by the Borrowers during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, Transferred or otherwise disposed of by the Borrowers during such period (each such Person or business acquired and not subsequently so Transferred, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA — Term Loan for any period the Disposed EBITDA of any Person, property, business Transferred or otherwise disposed of, closed or classified as discontinued operations as classified under GAAP by the Borrowers during such period (each such Person, property, business so sold or Transferred, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, Transfer or disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA — Term Loan for any measurement period the Consolidated EBITDA — Term Loan of any newly constructed Facilities for the twelve (12) month period following receipt of a certificate of occupancy for such Facilities, in an aggregate amount not exceeding $5,000,000 in any four consecutive Fiscal Quarters.

“Consolidated EBITDAR” means, for any measurement period, Consolidated EBITDA — Term Loan for such period plus, to the extent deducted in determining Consolidated EBITDA — Term Loan for such period, without duplication, Consolidated Rental Expense.

“Consolidated Fixed Charge Coverage Ratio (Adjusted) — ABL” means, with respect to any Person, for any measurement period, the ratio of (a) Consolidated EBITDA — ABL for the measurement period minus Capital Expenditures for such period minus federal and state income taxes paid in cash for such period (including, for avoidance of doubt, tax attributes realized during such period in connection with the Tax Receivable Agreement) and payments paid in cash pursuant to the Tax Receivable Agreement for such period, if any to (b) the Consolidated Fixed Charges — ABL for such period.

“Consolidated Fixed Charge Coverage Ratio — Term Loan” means, with respect to any Person for any measurement period, the ratio of (i) Consolidated EBITDA — Term Loan minus Maintenance Capital Expenditures for such period to (ii) Consolidated Fixed Charges — Term Loan for the four Fiscal Quarter periods ending on such date calculated on a Pro Forma Basis.

“Consolidated Fixed Charges — ABL” means, with respect to any Person, for any measurement period, the sum, determined on a Consolidated Basis without duplication, of (a) Consolidated Interest Expense less interest income, in each case, of such Person and its Subsidiaries earned and paid in cash for such period, (b) the principal amount of Consolidated Total Debt of such Person and its Subsidiaries having a scheduled due date during such period (other than payment of principal under the Term Loan pursuant to Section 2.8(c) of the Term Loan Agreement related to Excess Cash Flow (as defined therein)), (c) federal and state income taxes for such period, if any and (d) certain other commitment fees and other costs, fees and expenses payable by such Person and its Subsidiaries during such period to the extent not already deducted from Consolidated EBITDA — ABL.

“Consolidated Fixed Charges — Term Loan” means, with respect to any Person, for any measurement period, the sum of Consolidated Cash Interest Expense and scheduled payments of principal on Consolidated Total Debt (without giving effect to the netting of unrestricted cash and Cash Equivalents pursuant to clause (d) of such definition).

“Consolidated Interest Coverage Ratio” means, with respect to any Person, for any measurement period, the ratio of (i) Consolidated EBITDA — Term Loan for such period to (ii) Consolidated Cash

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

“Consolidated Interest Expense” means, with respect to any Person, for any measurement period, the sum, determined on a Consolidated Basis without duplication, of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations (other than Real Property Financing Obligations)) of such Person and its Subsidiaries for such period, plus (b) any interest accrued during such period in respect of Indebtedness of such Person and its Subsidiaries that is required to be capitalized rather than included in Consolidated Interest Expense for such period in accordance with GAAP; provided that Consolidated Interest Expense for any period ending on any day prior to the first anniversary of the Closing Date shall be deemed equal to the product of (i) Consolidated Interest Expense computed in accordance with the requirements of this definition for the period from and including the Closing Date to and including such day by (ii) a fraction, the numerator of which is the number of days from and including the Closing Date to and including such day and the denominator of which is 365.

“Consolidated Net Income” means, with respect to any Person, for any measurement period, the Net Income or loss of such Person and its Subsidiaries for such period determined on a Consolidated Basis; provided that there shall be excluded, without duplication, (a) the income of such Person and its Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by such Person and its Subsidiaries of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Person and its Subsidiaries), (b) the income or loss of such Person and its Subsidiaries accrued prior to the date such Person becomes a Loan Party or is merged into or consolidated with any of the Loan Parties or the date that such Person’s assets are acquired by any of the Loan Parties, (c) any gains or losses attributable to sales of assets outside of the ordinary course of business, (d) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets (other than current assets), (e) unrealized gains and losses with respect to Hedge Agreements or other derivative instruments for such period, and (f) any gains or losses relating to discontinued operations; provided further that the Net Income of any Person in which any other Person (other than the Loan Parties or any director or foreign national holding qualifying shares in accordance with applicable law) has a joint interest shall be included in Consolidated Net Income only to the extent of the percentage interest of such Person owned by the Loan Parties.  In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any Investment or any Transfer permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption.

“Consolidated Rental Expense” means, with respect to any Person, for any measurement period, the total rental expense for operating leases and Real Property Financing Obligations of such Person and its Subsidiaries (regardless of the accounting treatment thereof), determined on a Consolidated Basis for such period and adjusted, for avoidance of doubt, to exclude the non-cash impact resulting from the straight-lining of rents; provided that Consolidated Rental Expense shall be reduced by all rental income.

“Consolidated Total Assets” means, with respect to any Person, as at any date, the total amount of all assets of such Person and its Subsidiaries determined on a Consolidated Basis as of the last day of the period for which the most recent financial statements were delivered prior to such date of determination.

“Consolidated Total Debt” means, with respect to any Person, as at any date, the aggregate principal amount of Indebtedness of such Person less (a) Indebtedness of the type described in clause (e) of the definition of such term to the extent related to Real Property Financing Obligations, (b)

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Indebtedness of a type described in clauses (d) and (f) of the definition thereof, (c) any letters of credit, banker acceptances or similar instruments to the extent undrawn and (d) unrestricted cash and Cash Equivalents as shown on the balance sheet on a Consolidated Basis of the Loan Parties in an amount not to exceed $50,000,000 (it being understood that cash and Cash Equivalents on deposit in an account in which the Administrative Agent or the Term Loan Collateral Agent has a perfected Lien constitutes unrestricted cash for purposes hereof).

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

“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Equity Interests of such Person.

“Continuing Directors” means the directors of Ultimate Parent on the Closing Date and each other director of Ultimate Parent, if (a) such other director has, as of the date of determination, been a director of Ultimate Parent for at least the twelve preceding months, (b) such other director’s nomination for election to the board of directors of Ultimate Parent is recommended by at least 51% of the then Continuing Directors or (c) such other director receives the vote of a Permitted Investor and its Affiliates (excluding any portfolio companies of the Sponsor) in his or her nomination or election by the shareholders of Ultimate Parent.

“Contractual Obligation” means, with respect to any Person, any provision of any Security issued by such Person or of any agreement, instrument or other undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound.

“Control Agreement” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to Administrative Agent, among Administrative Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to Administrative Agent.

“Controlled Deposit Account” means each deposit account (including all funds on deposit therein) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a financial institution approved by Administrative Agent.

“Controlled Investment Affiliate” means, as applied to any Person, any other Person that directly or indirectly is in control of, is controlled by, or is under common control with, such Person and that is organized by such Person (or any Person controlling such Person) primarily for the purpose of making equity or debt investments in Ultimate Parent or other portfolio companies.  For purposes of this definition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

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“Controlled Securities Account” means each securities account or commodity account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a securities intermediary or commodity intermediary approved by Administrative Agent.

“Curable Period” has the meaning specified in Section 5.6(a).

“Cure Amount” has the meaning specified in Section 5.6(a).

“Cure Right” has the meaning specified in Section 5.6(a).

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Defaulting Borrower” has the meaning specified in Section 2.19(b).

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and GHLLC in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Administrative Agent and GHLLC in writing that it does not intend to comply with such Lender’s funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or GHLLC, to confirm in writing to the Administrative Agent and GHLLC that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and GHLLC), or (d) after the Closing Date, has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other federal or state regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

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(subject to Section 2.22(b)) upon delivery of written notice of such determination to GHLLC and each Lender.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disbursement Operating Account” has the meaning specified in Section 7.12(a)(i)(C).

“Disbursement Operating Account Collecting Bank” has the meaning specified in Section 7.12(a)(i)(C).

“Disclosure Documents” means, collectively, (a) all confidential information memoranda and related materials prepared in connection with the syndication of the Revolving Credit Facilities and approved by Borrower, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) all other documents filed by any Loan Party with the SEC.

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA — Term Loan of such Sold Entity or Business, all as determined on a consolidated basis for such Sold Entity or Business.

“Disqualified Capital Stock” means any Equity Interest or Equity Equivalent that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests or Equity Equivalents that do not qualify as “Disqualified Capital Stock”), pursuant to a sinking fund obligation or otherwise (except as the result of a Change of Control or asset sale so long as any rights of the holders thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans and all Obligations that are accrued and payable and the termination of the Revolving Credit Commitments), or is redeemable at the option of the holder thereof, in whole or in part (other than solely for Equity Interests or Equity Equivalents that do not qualify as “Disqualified Capital Stock”), or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest or Equity Equivalent referred to in clause (a) above, in each case at any time prior to the date that is 91 days after the Scheduled Revolving Credit Termination Date; provided that if such Equity Interest or Equity Equivalent is issued to any plan for the benefit of employees of the Loan Parties or by any such plan to such employees, such Equity Interest or Equity Equivalent shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Loan Parties in order to satisfy applicable statutory or regulatory obligations; provided, further, that any Equity Interest or Equity Equivalent held by any present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of the Loan Parties upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Loan Parties.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

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“Eligible Account” means an Account of any applicable Borrower generated in the ordinary course of such Borrower’s business from the sale of goods or rendering of Medical Services to a Patient, that is due in its entirety by an Account Debtor that is Medicaid, Medicare, TRICARE or an Approved Insurer under a Third-Party Payor Program or certain individuals and that Administrative Agent, in its reasonable credit judgment, deems to be an Eligible Account.  Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(i)                                     the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to the applicable Borrower by an Account Debtor that is Medicaid, Medicare, TRICARE or an Approved Insurer under a Third-Party Payor Program; provided, however, with respect to (A) an Account Debtor that is an individual, so long as (1) the Account arises solely from the rendering of Medical Services, and (2) the invoice for such Account has been delivered to the Account Debtor (or the Person that is responsible for the payment of such Account on behalf of such Account Debtor), then Accounts in an aggregate amount not to exceed $15,000,000, in each case, shall not become ineligible solely because of this clause (i), and (B) an Account Debtor that is a UPL Hospital, so long as the Account arises under the UPL Documents for managed services in connection with the rendering of Medical Services or base rent due to a Borrower from a UPL Hospital, then Accounts in an amount not to exceed $20,000,000 in the aggregate for all UPL Hospitals shall not become ineligible solely because of this clause (i);

(ii)                                  the Account remains unpaid (A) with respect to Accounts for which Medicaid approval is being sought, but for which Medicaid has not finally approved coverage, more than 90 days past the claim or invoice date (but in no event more than 105 days after the applicable Medical Services have been rendered), (B) with respect to Accounts for which the Account Debtor is a UPL Hospital, the Account of which is not otherwise ineligible hereunder, more than 90 days past the claim or invoice date under the applicable UPL Documents (but in no event more than 120 days after the end of the month in which the applicable Medical Services have been rendered), (C) with respect to Accounts for which the Account Debtor is an individual the Account of which is not otherwise ineligible hereunder, more than 120 days past the claim or invoice date (but in no event more than 135 days after the applicable Medical Services have been rendered), and (D) with respect to all other Accounts, more than 150 days past the claim or invoice date (but in no event more than 165 days after the applicable Medical Services have been rendered);

(iii)                               the Account is subject to any defense, set-off (in respect of a liquidated amount), counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, right of recoupment, or adjustment of any kind but only to the extent thereof;

(iv)                              if the Account arises from the performance of Medical Services (either directly or under a UPL Program or similar program), the Medical Services have not actually been performed, the Medical Services were undertaken in violation of any law, or the Medical Services were performed at a Facility (A) where outstanding Medicare or Medicaid survey deficiencies at Level G, H, I, J, K, L or worse have been outstanding for a period of greater than six (6) months or have resulted in the imposition by Centers for Medicare & Medicaid Services or the applicable state survey agency of sanctions in the form of a program termination, temporary management, denial of payment for new admissions as a result of Medicare or Medicaid survey deficiencies, (B) where any Primary License related to such Facility has been and remains revoked, or (C) which has

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been, or is expected to be within 30 days of the date on which the relevant Borrowing Base Certificate is to be delivered, closed;

(v)                                 the Account is subject to a Lien (other than Liens in favor of the Administrative Agent or Liens that have been expressly subordinated to the Liens of the Administrative Agent);

(vi)                              the applicable Borrowers know or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor;

(vii)                           the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment;

(viii)                        the Account Debtor has its principal place of business or executive office outside the United States or the Account is payable in a currency other than U.S. dollars;

(ix)                              the Account Debtor is an employee, agent, Affiliate or Subsidiary of a Borrower (excluding the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect);

(x)                                 more than 10% of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than 150 days past the invoice date;

(xi)                              50% or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Eligible Accounts under this Agreement;

(xii)                           any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached (it being understood that, for purposes of this definition, the words “to the best of Borrowers’ knowledge” shall be deemed excised);

(xiii)                        the Account is not paid directly to or collected directly or indirectly in the Concentration Account;

(xiv)                       the Account is not subject to a valid and perfected first priority Lien in favor of Administrative Agent for the benefit of the Secured Parties;

(xv)                          the applicable Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor with respect to the Account through the judicial process in the Account Debtor’s jurisdiction due to failure of such Borrower to be qualified to conduct business in such jurisdiction, failure to file any notice of business of activities report or otherwise;

(xvi)                       Accounts for which an invoice has not been sent to the applicable Account Debtor in respect of such Account, in the form otherwise required by such Account Debtor;

(xvii)                    Accounts owned by a Person acquired in connection with a Permitted Acquisition or implementation of a UPL Program, until such time as customary diligence

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investigations (which may include a field examination with respect to such Person or Accounts) are completed to the reasonable satisfaction of Administrative Agent;

(xviii)                 The Account Debtor is a UPL Hospital and a default shall occurred and is continuing under any UPL Document to which such UPL Hospital is a Party, whether such default shall have occurred as a result of actions or inactions by such UPL Hospital or by the UPL Borrower; or

(xix)                       the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Administrative Agent consistent with its reasonable credit judgment and consistent with its underwriting and general business practices following Administrative Agent’s analysis or audit; provided, that Administrative Agent shall provide notice to Borrowers of any such other specifications and requirements prior to implementation thereof, and such change shall not be effective until the date of delivery of the next Borrowing Base Certificate due after such notice.

“Eligible Account — Tranche A-1” means an Eligible Account of Genesis Holdings or any Genesis Subsidiary.

“Eligible Account — Tranche A-2” means an Eligible Account of Skilled Holdings or any Skilled Subsidiary.

“Environmental Claims” means any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by any of the Loan Parties (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or Transfer of real estate) or proceedings pursuant to or in connection with any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, (ii) any and all Claims by any third-party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials) or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, and (iii) any and all Claims by any third-party regarding environmental liabilities or obligations assumed or assigned by contract or operation of law.

“Environmental Indemnity” means that certain Second Amended and Restated Environmental Indemnity Agreement, dated as of the date hereof, as it may been or may be further supplemented, amended, restated, replaced or otherwise modified from time to time, pursuant to which Loan Parties indemnify Administrative Agent and Lenders for any Environmental Liability.

“Environmental Laws” means each applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to pollution, the protection of the environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials).

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“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.

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“E-System” means any electronic system, including Intralinks® and CleraPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

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

“Excess Cash Flow” means for any period, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA — Term Loan for such Fiscal Year, and (ii) reductions to non-cash working capital of the Loan Parties for such period (i.e., the decrease, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such period) over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Loan Parties with respect to such period, (ii) Capital Expenditures made in cash in accordance with Section 5.5 during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA — Term Loan, (iii) permanent repayments of Indebtedness (other than mandatory prepayments of Loans under Section 2.8) made in cash (including, the aggregate amount of any premium, make-whole or penalty payments that are made in connection with any prepayment of Indebtedness permitted hereunder to the extent such payments are not deducted in calculating Consolidated Net Income) by the Loan Parties during such Fiscal Year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iv) additions to non-cash working capital for such Fiscal Year (i.e., the increase, if any, in Consolidated Current Assets minus Consolidated Current Liabilities from the beginning to the end of such Fiscal Year) and (v) the amount of any Permitted Acquisitions or other Investments made in cash during such period, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA — Term Loan, (vi) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated EBITDA — Term Loan and cash charges included in clauses (c), (d) and (f) of the proviso in the definition of Consolidated Net Income, (vii) [reserved], (viii) an amount equal to any Restricted Payments made pursuant to Sections 8.6(a)(vii)(A) and 8.6(a)(x) in such period and any amounts paid in respect of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement in accordance with the terms of this Agreement prior to the Closing Date), (ix) to the extent paid in cash, the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $10,000,000 in the aggregate for this clause (ix) for any period, (x) to the extent paid in cash, costs, fees and expenses for such period paid in connection with the Skilled Transactions, (xi) to the extent paid in cash, any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Transfer, incurrence of (or amendments or modifications to) Indebtedness or issuance of Equity Interest and Equity Equivalents, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed), (xii) any Consolidated Cash Interest Expense of the Loan Parties with respect to such period, and (xiii) to the extent unrealized during such period, an amount equal to the amount of cost savings and acquisition synergies included in clauses (viii) and (ix) of the definition of Consolidated EBITDA — Term Loan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Issuance” means a Qualified Equity Issuance (other than Qualified Equity Issuances utilized in connection with an exercise of the Loan Parties’ Cure Right under Section 5.6(a)); provided

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that the Net Cash Proceeds therefrom shall be reduced to the extent previously expended pursuant to clause (v) of the definition of “Capital Expenditures”, Section 8.4(k) and/or Section 8.9(b).

“Excluded Swap Obligations” means any obligation to pay or perform under any Swap Transaction if, and to the extent that, all or a portion of the guarantee of any Guarantor of, or the grant by any Guarantor of a security interest to secure, such Swap Transaction (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of any Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or the grant of such security interest becomes effective with respect to such Swap Transactions.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Transaction that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Taxes” has the meaning specified in Section 2.17(a).

“Existing Skilled Credit Agreements” means (i) that certain Fourth Amended and Restated Credit Agreement and Amendment and Restatement and Additional Term Loan Assumption Agreement, dated April 12, 2012, among Ultimate Parent, the subsidiary guarantors party thereto, Credit Suisse AG as administrative agent and collateral agent, ▇.▇. ▇▇▇▇▇▇ Securities LLC and Credit Suisse Securities (USA) LLC as amendment arrangers and the lenders party thereto; (ii) that certain Credit And Security Agreement, dated December 26, 2013, among certain subsidiaries of Ultimate Parent, as borrowers, and Midcap Financial, LLC; and (iii) that certain Credit and Security Agreement, dated December 26, 2013, among certain subsidiaries of Ultimate Parent, as borrowers, and Midcap Financial, LLC.

“Facilities” means, collectively, each hospital, clinic, skilled nursing facility, assisted living facility, independent living facility or mental health facility (or state equivalent of such licensure categories) or other healthcare facility owned, leased or managed by the Loan Parties or any of their Subsidiaries, as listed on Schedule 4.16) hereto.

“Facility Cash Account” means a deposit account of a Borrower opened to hold certain cash of a particular Facility, the daily balance of which shall not exceed $100,000 individually or $5,000,000 in the aggregate for all such accounts for all Facilities.

“Facility Depository Banks” has the meaning specified in Section 7.12(a)(i)(A).

“Facility Lockbox Accounts” has the meaning specified in Section 7.12(a)(i)(A).

“Facility Lockbox Agreement” has the meaning specified in Section 7.12(a)(v)(B).

“FATCA” means Sections 1471 through 1474 of the Code (effective as of the Closing Date) (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers, as determined by Administrative Agent in its sole discretion.

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“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“Fee Letter” means the amended and restated fee letter agreement, dated as of August 18, 2014, addressed to and accepted by Administrative Agent from GHLLC and the other Borrowers; and each other letter agreement executed from time to time, as each may be amended, restated, revised, supplemented, replaced or otherwise modified from time to time, with respect to certain fees to be paid from time to time to Administrative Agent and its Related Persons.

“Financial Condition Covenants” means each covenant set forth in Article 5.

“Financial Cure Covenant” has the meaning specified in Section 5.6(a).

“Financial Statement” means each financial statement delivered pursuant to Section 6.1.

“Fiscal Quarter” means each three (3) fiscal month period ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means each 12 month period ending on December 31.

“Foreign Benefit Event” means with respect to any Foreign Pension Plan, (a) the failure of any such Foreign Pension Plan or any trust thereunder intended to qualify for tax exempt status under any Requirements of Law, (b) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (c) the failure to make the required contributions or payments under any applicable law on or before the due date for such contributions or payments, (d) the receipt of a notice by a Governmental Authority relating to its intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (e) the incurrence of any liability in excess of $1,000,000 by any Loan Party under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (f) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by any Loan Party, or the imposition on any Loan Party of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of $1,000,000.

“Foreign Pension Plan” means any pension plan maintained outside the jurisdiction of the United States that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“Free Cash Flow” means for any period of four consecutive Fiscal Quarters, the excess of (a) Consolidated EBITDA — Term Loan, over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) with respect to such period, (ii) repayments of Indebtedness pursuant to Sections 2.4 and 2.5 of the Term Loan Agreement made in cash by Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) during such period, (iii) any Consolidated Cash Interest Expense of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) with respect to such period and (iv) any Maintenance Capital Expenditures for such period.

“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

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and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination.  Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements.

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

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

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

“GHLLC” means Genesis HealthCare LLC, a Delaware limited liability company.

“Government Receivables Deposit Account” means any deposit account into which payments from Medicaid, Medicare, TRICARE or other state or federal healthcare payor programs are deposited, or in which funds are deposited to provide credit support, ACH support or other reserves for Borrowers, which accounts shall include all accounts listed on Schedule 7.12(b) (as such schedule may be updated from time to time by Borrowers as part of the Compliance Certificate delivered pursuant to Section 6.2(d)).

“Governmental Authority” means any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Guarantee Obligation” as to any Person (the “guaranteeing person”), any obligation of the guaranteeing person guaranteeing or by which such Person becomes contingently liable for any Indebtedness, net worth, working capital earnings, leases, dividends or other distributions upon the stock or equity interests (other than Real Property Financing Obligations) (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Transfer of assets or any Investment permitted under this Agreement.  The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by Borrowers in good faith.

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

“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

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substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, material or substance which is prohibited, limited or regulated by or with respect to which liability is imposed under any Environmental Law.

“Health Care REIT Asset Buyback” means the purchase by Genesis Operations LLC or its Subsidiaries from FC-Gen Real Estate, LLC of certain facilities pursuant to the Health Care REIT Lease.

“Health Care REIT Consent and Amendment Agreement” means the consent and amendment, dated as of August 18, 2014, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, Health Care REIT, Inc., a Delaware corporation, the Sun Landlords (as defined therein), the Lessor Parties (as defined therein), Genesis Operations, LLC, a Delaware limited liability company, and FC-Gen Operations Investment, LLC, a Delaware limited liability company, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“Health Care REIT Intercreditor Agreement” means the Intercreditor Agreement, dated as of December 3, 2012, by and among the parties to the Health Care REIT Lease, the Landlord Parties (as defined in the Health Care REIT Consent and Amendment Agreement), the Administrative Agent, and the Administrative Agent under the Term Loan Agreement, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“Health Care REIT Lease” means the Ninth Amended and Restated Master Lease Agreement, dated as of December 1, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant, which lease amends and consolidates the Health Care REIT (Genesis) Lease and the Health Care REIT (Sun) Lease, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.

“Health Care REIT (Genesis) Lease” means the Eighth Amended and Restated Master Lease Agreement, dated as of November 5, 2012, by and among FC-Gen Real Estate, LLC, a Delaware limited liability company, as landlord, and Genesis Operations, LLC, a Delaware limited liability company, as tenant.

“Health Care REIT (Sun) Lease” means the Master Lease Agreement, dated as November 3, 2010, by and among Health Care REIT, Inc., a Delaware limited liability company, HCRI Beachwood, Inc., HCRI Broadview, Inc., HCRI Westlake, Inc., HCRI Indiana Properties, LLC, HCRI Kentucky Properties, LLC, and HH Florida, LLC, collectively, as landlord and Sunbridge Healthcare, LLC, as tenant.

“Healthcare Laws” means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions or agreements, in each case, pertaining to or concerned with the establishment, construction, ownership, operation, use or occupancy of a Facility or any part thereof and all material Permits and Primary Licenses, including those relating to the quality and adequacy of care, equipment, personnel, operating policies, additions to facilities and services, medical care, distribution of pharmaceuticals, rate setting, kickbacks, fee splitting, patient healthcare and/or patient healthcare information, including the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder, and as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the

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American Recovery and Reinvestment Act of 2009, and the rules and regulations promulgated thereunder (collectively “HIPAA”).

“Hedge Agreements” means all Interest Rate Contract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a higher maximum nonusurious interest rate than applicable laws now allow.

“HIPAA” has the meaning specified in the definition of “Healthcare Laws”.

“Holdings” means GEN Operations II, LLC, a Delaware limited liability company.

“HUD” means the U.S. Department of Housing and Urban Development.

“HUD Guarantor” has the meaning specified in Section 8.1(k).

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

“HUD Sub-Facility Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of July 26, 2013, by and among the HUD Sub-Facility Entities, as borrowers, GHLLC and GHC Holdings LLC, each as a guarantor, certain other Persons party thereto as guarantors, General Electric Capital Corporation, as administrative agent, and the lenders party thereto, as may be amended, restated, replaced or otherwise modified from time to time.

“HUD Sub-Facility Entities” means each of Genesis HealthCare of Maine, LLC, as successor by merger with Genesis HealthCare of Maine, Inc., Belfast Operations, LLC, Camden Operations, LLC, Falmouth Operations, LLC, Farmington Operations, LLC, Kennebunk Operations, LLC, Lewiston Operations, LLC, Orono Operations, LLC, Scarborough Operations, LLC, Skowhegan SNF Operations, LLC, Waterville SNF Operations LLC,  ▇▇▇▇▇▇▇▇▇ Operations, LLC, One Price Drive Operations LLC, Peak Medical Gallup, Inc., Peak Medical Farmington, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Operations LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Operations LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Operations LLC, Genesis Andromeda Operations LLC and each other Person, if any, from time to time becoming a party to the HUD Sub-Facility Credit Agreement as a borrower.

“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

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the fair market value of such Property shall constitute Indebtedness), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock valued at, in the case of redeemable preferred Equity Interests, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Equity Interests plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedge Agreement with a counterparty other than the Administrative Agent in the event of a termination (including an early termination) on the date of determination, and (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above.

“Indemnified Matter” has the meaning specified in Section 11.4(a).

“Indemnitee” has the meaning specified in Section 11.4(a).

“Insurance Captive” means Liberty Health Corporation, Ltd., a Bermuda company, or any other insurance captive or other self-insurance program established by a Loan Party.

“Insurer” means a Person that insures a Patient against certain of the costs incurred in the receipt by such Patient of Medical Services, or that has an agreement with any Loan Party to compensate such Borrower for providing such goods or services to a Patient, including but not limited to Medicaid,  Medicare and TRICARE.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights and copyright applications, domain names, patents and patent applications, trademarks and trademark applications, trade names, rights in technology, trade secrets, know-how and processes.

“Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement, dated as of the Closing Date, by and between the Administrative Agent, the Term Loan Collateral Agent and Skilled RE Lender and acknowledged by the Borrowers and the other Loan Parties, and along with any joinders made a part thereof from time to time (or any amendment reasonably acceptable to the Administrative Agent and the Borrowers).

“Interest Period” means with respect to any Revolving Loan that is a LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is made or converted to a LIBOR Rate Loan or, if such loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending one (1), two (2), three (3) or six (6) months thereafter, as selected by Borrower pursuant hereto; provided, however, that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another such Business Day that falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) Borrower may not select any Interest Period ending after the Scheduled Revolving Credit Termination Date, (d) Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $5,000,000 and (e) there shall be outstanding at any one time no more than 10 Interest Periods.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

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“Investment” has the meaning specified in Section 8.4.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing.  The terms “Issued” and “Issuance” have correlative meanings.

“L/C Cash Collateral Account” means any Cash Collateral Account (a) specifically designated as such by Borrowers in a notice to Administrative Agent and (b) from and after the effectiveness of such notice, not containing any funds other than those required under the Loan Documents to be placed therein.

“L/C Issuer” means (a) GECC or any of its Affiliates or other entity that issues any Letter of Credit for or on behalf of GECC and (b) each Person that hereafter becomes an L/C Issuer with the approval of, and pursuant to an agreement with and in form and substance satisfactory to, Administrative Agent and GHLLC on behalf of the Borrowers, in each case in their capacity as L/C Issuers hereunder and together with their successors.

“L/C Obligations” means, for any Letter of Credit at any time, the sum of (a) the L/C Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum undrawn face amount of such Letter of Credit outstanding at such time.

“L/C Reimbursement Agreement” has the meaning specified in Section 2.4(a)(iii).

“L/C Reimbursement Date” has the meaning specified in Section 2.4(e).

“L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of Borrowers to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

“L/C Request” has the meaning specified in Section 2.4(b).

“L/C Sublimit” means $150,000,000.

“Lead Arranger” GE Capital Markets, Inc., in such capacity.

“Lease Consent and Amendment Agreement” means each of the Health Care REIT Lease Consent and Amendment Agreement, Omega Lease Consent and Amendment Agreement and Sabra Lease Consent and Amendment Agreement.

“Leases” means all leases and subleases or any similar document affecting the use, enjoyment or occupancy of the real property, including resident care agreements, UPL Documents and service agreements that include an occupancy agreement, whether now existing or hereafter arising.

“Lender” means, collectively, each Revolving Credit Lender, Swingline Lender and any other financial institution or other Person that (a) is listed on the signature pages hereof as a “Lender”, or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.

“Letter of Credit” means any letter of credit Issued pursuant to Section 2.4.

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“Letter of Credit Obligations” means all outstanding obligations incurred by the Administrative Agent and the Lenders at the request of the Borrowers or GHLLC, whether direct or indirect, contingent or otherwise, due or not due, in connection with the Issuance of Letters of Credit by L/C Issuers or the purchase of a participation as set forth in Section 2.4 with respect to any Letter of Credit.  The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by the Administrative Agent and the Lenders thereupon or pursuant thereto.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“LIBOR — Revolving Loan” means, with respect to any Interest Period for any Revolving Loan that is a LIBOR Rate Loan,  the rate, as determined by Administrative Agent, for deposits in Dollars for the one (1), two (2), three (3) or six (6) month period (corresponding to the applicable Interest Period) appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) on the second full Business Day next preceding the first day of each Interest Period.  In the event that such rate does not appear on the Reuters Screen LIBOR01 page at such time, the “LIBOR” shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposit in Dollars in the London interbank market as may be selected by Administrative Agent and, in the absence of availability, such other method to determine such offered rate as may be selected by Administrative Agent in its sole discretion.

“LIBOR Rate” means, with respect to any Interest Period and for any LIBOR Rate Loan, an interest rate per annum determined as the ratio of (a) LIBOR — Revolving Loan to (b) the difference between the number one and the Reserve Requirements with respect to such Interest Period and for such LIBOR - Revolving Loan.

“LIBOR Rate Loan” means any Loan that bears interest based on the LIBOR Rate.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

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

“Loan” means any loan made or deemed made by any Lender hereunder.

“Loan Documents” means, collectively, this Agreement, any Notes, the Security Documents (including the Intercreditor Agreement, the Material Master Lease Intercreditor Agreements, and the Control Agreements), the L/C Reimbursement Agreements, the Fee Letter, the Secured Hedge Agreements and, when executed, each document executed by a Loan Party and delivered to Administrative Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obligations, including Cash Management Documents, together with any modification of any term, or any waiver with respect to, any of the foregoing; provided, however, that the Loan Documents shall not include any Environmental Indemnity.

“Loan Parties” means, collectively, Borrowers and Guarantors.  The relationships among the Loan Parties are shown on the organizational chart attached hereto as Annex II.

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“Loan Parties’ Accountants” means KPMG, LLP or other nationally-recognized independent registered certified public accountants acceptable to Administrative Agent.

“Maintenance Capital Expenditures” means, for any measurement period, an aggregate amount equal to $800 for each weighted average licensed bed of the Loan Parties during such period.

“Majority Controlled Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be a Majority Controlled Affiliate of the Borrowers.  For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 51% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Master Lease Intercreditor Agreements” means the collective reference to the Health Care REIT Intercreditor Agreement, the Sabra Intercreditor Agreement and the Omega Intercreditor Agreement.

“Master Leases” means the collective reference to the Health Care REIT Lease, the Sabra Lease, and the Omega Lease, in each case as such Leases are amended, supplemented or otherwise modified from time to time in accordance with the terms of the applicable Master Lease Intercreditor Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations property or financial condition of the Loan Parties, taken as a whole, or (b) the validity or enforceability of the Loan Documents or the material rights and remedies of the Administrative Agent and the Lenders thereunder, in each case, taken as a whole.

“Material Borrower” means at any date of determination, each of Parent Companies, SHG Partnership, LLC, Genesis Partnership LLC, GHLLC, Skilled Holdings, Genesis Holdings and any other Borrower that would account for more than 5%, individually, or 7.5%, with respect to any one or more Borrowers in the aggregate, of the Consolidated Total Assets or gross revenue (as shown on the most recent financial statements of Ultimate Parent delivered pursuant to Section 6.1(a), 6.1(b) or 6.1(c), as applicable) of the Borrowers on a Consolidated Basis for such period, determined in accordance with GAAP.

“Material Indebtedness” means Indebtedness (other than the Loans and Real Property Financing Obligations), or obligations in respect of one or more Hedge Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding $30,000,000. For purposes of determining Material Indebtedness for all Sections, the “principal amount” of the obligations of any of the Loan Parties in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that any of the Loan Parties would be required to pay if such Hedge Agreement were terminated at such time.

“Material Master Lease” means each Master Lease and each other facility master lease agreement entered into by the Loan Parties after the Closing Date if such facility master lease agreement represents greater than 5% of the licensed beds of the Loan Parties, taken as a whole.

“Material Master Lease Intercreditor Agreement” means the collective reference to each of the Master Lease Intercreditor Agreements and any other intercreditor or similar agreement entered into pursuant to Section 7.16.

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“Medicaid” means (a) the United States of America acting under Title XIX of the Social Security Act, (b) any state or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act, or (c) any agent, carrier, administrator or intermediary for any of the foregoing.

“Medical Services” means medical and health care services, performed or provided by any Loan Party to a Patient, which services include, general medical and health care services, physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, assisted living facility services, independent senior housing services, Alzheimer’s services, comprehensive inpatient and outpatient rehabilitation services, home health care services, hospice services, residential and outpatient behavioral healthcare services, and medical or health care equipment provided for a necessary or specifically requested valid and proper medical or health purpose and any other service approved by Administrative Agent in its sole discretion.

“Medicare” means (a) the United States of America acting under the Medicare program established pursuant to Title XVIII of the Social Security Act, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“Moody’s” means ▇▇▇▇▇’▇ 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,

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underwriting discounts and commissions, placement fees and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith.

“Net Income” has the meaning under and shall be determined in accordance with GAAP.

“New Loan Parties” certain affiliates of GHLLC listed on Schedule III attached hereto, which are joining this Agreement and the other Loan Documents as of the Closing Date.

“Non-Borrower Subsidiaries” means (a) each Subsidiary of Ultimate Parent that (i) is not a Loan Party and (ii) is an Unrestricted Subsidiary (as such term is defined in the Term Loan Agreement).  Each Non-Borrower Subsidiary is set forth on Schedule 7.10, which schedule may be updated by written notice to the Administrative Agent; provided that the Borrowers shall only be permitted to (i) designate a Non-Borrower Subsidiary as a Borrower pursuant to Section 7.10 and (ii) designate a Subsidiary as a Non-Borrower Subsidiary so long as (aa) immediately before and after such designation, (1) no Event of Default shall have occurred and be continuing and (2) the Loan Parties shall be in compliance with each Financial Condition Covenant calculated on a Pro Forma Basis, (bb) no Subsidiary may be designated as a Non-Borrower Subsidiary if, after such designation, it would be a Borrower for the purpose of any other Indebtedness of any Loan Party, (cc) the designation of any Subsidiary as a Non-Borrower Subsidiary shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value as determined by the Borrowers in good faith of the Borrowers’ and/or their Subsidiaries’ (as applicable) Investment therein, and (dd) the Borrowers shall have delivered to the Administrative Agent (1) a Borrowing Base Certificate prepared on a Pro Forma Basis as of the date of the re-designation of such Subsidiary giving effect thereto, which Borrowing Base Certificate demonstrates that, after giving effect to any prepayments of the Revolving Loans made at the time of any such re-designation, the Borrowing Availability — Tranche A-1 is greater than $25,000,000 and (2) an officer’s certificate executed by a Responsible Officer of Ultimate Parent, certifying compliance with the requirements of preceding clauses (aa) through (dd), and (b) any Subsidiary of a Non-Borrower Subsidiary.

“Non-Excluded Taxes” has the meaning specified in Section 2.17(a).

“Non-U.S. Lender Party” has the meaning specified in Section 2.17(d).

“Note” means a promissory note of Borrower, in substantially the form of Exhibit B, payable to a Lender and its assigns in a maximum principal amount equal to the amount of such Lender’s Revolving Credit Commitment.

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

“Notice of Conversion or Continuation” has the meaning specified in Section 2.10(b).

“Notice of Intent to Cure” has the meaning specified in Section 5.6(b).

“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

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L/C Obligations, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, (c) all obligations under Secured Hedge Agreements, (d) all Cash Management Obligations, and (e) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document (including those payable to L/C Issuers as described in Section 2.11).

“OFAC” means the Officer of Foreign Assets Control of the United States Department of the Treasury.

“Omega Lease Consent and Amendment Agreement” means the agreement to consent, dated as of August 18, 2014, by and among Lessor (as defined therein) and Lessee (as defined therein), as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“Omega Intercreditor Agreement” means the Intercreditor Agreement, dated as of December 3, 2012, by and among the Administrative Agent, the Administrative Agent under the Term Loan Agreement, the Borrowers, Landlord (as defined therein) and Tenants (as defined therein), as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“Omega Lease” means the Consolidated Amended and Restated Master Lease Agreement, dated December 1, 2012, by and among Landlord (as defined in the Omega Intercreditor Agreement) and Tenants (as defined in the Omega Intercreditor Agreement), as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“Original Closing Date” means December 3, 2012.

“Original Credit Agreement” has the meaning specified in the Recitals hereto.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Overpaying Borrower” has the meaning specified in Section 2.19(a).

“Parent” means GEN Operations I, LLC, a Delaware limited liability company.

“Parent Companies” means Ultimate Parent, LLC Parent, Parent, Holdings and Sun Borrower.

“Patient” means any Person receiving Medical Services from any Loan Party and all Persons legally liable to pay a Loan Party for such Medical Services other than Insurers.

“Patriot Act” has the meaning specified in Section 4.18(a).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate (including certificates of occupancy), concession, grant, franchise, variance or

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permission from any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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

“Permitted Investor” means, collectively, (i) any Person that is a member of LLC Parent as of the Closing Date to the extent such Person, directly or indirectly, owns or controls 10% or more of LLC Parent as of the Closing Date and to the extent such Person has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations, (ii) GEN Management LLC or GEN Management Investors, LLC, and to the extent such entity has satisfied the requirements regarding OFAC, Anti-Terrorism Laws, SEC Healthcare Laws, and other similar regulations), or (iii) any successor of the foregoing pursuant to a Permitted Investor Transfer (which successors, to the extent such successors will, directly or indirectly, own or control 10% or more of any Loan Party, must satisfy requirements regarding OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws, and other similar regulations).

“Permitted Investor Transfer” means one or more of the following, and, in the case of clauses (ii) and (iii) below, with the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed (provided that Borrowers provide timely information reasonably requested by Administrative Agent with respect to such proposed transferee which approval shall consider criteria including, but not limited to, Administrative Agent’s standards with respect to (x) previous relationships between the Administrative Agent, Lenders and the proposed transferee and its principals, (y) the reputation for integrity, honesty and veracity of the proposed transferee and its principals, owners, officers and directors, and (z) OFAC, Anti-Terrorism Laws, SEC, Healthcare Laws and regulations, and other similar regulations and activities):

(i)            any Transfer by a Permitted Investor to another Permitted Investor;

(ii)           any Transfer of a direct or indirect interest in Ultimate Parent by a Permitted Investor to a family trust for estate planning purposes; provided that such Permitted Investor does not Transfer the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

(iii)          any Transfer from any Permitted Investor of any direct or indirect interest in Ultimate Parent to a Majority Controlled Affiliate, or the admission of a new member into a Permitted Investor, provided the Persons that had the power to direct or cause the direction of the management and policies of such Permitted Investor on the Closing Date retain such power over such Permitted Investor; or

(iv)          the purchase by Health Care REIT, Inc. of certain ownership interests in Ultimate Parent pursuant to that certain Amended and Restated Call and Exchange Agreement, dated as of May 25, 2012 (as may be further amended, supplemented or otherwise modified from time to time).

“Permitted Lien” means any Lien on or with respect to the property of any Loan Party that is not prohibited by Section 8.2 or any other provision of any Loan Document.

“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,

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if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to any interest capitalized in connection with, any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized and undrawn letters of credit thereunder or as otherwise permitted pursuant to Section 8.1, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) solely with respect to any Permitted Refinancing of the Term Loan Facility, the Skilled RE Credit Facility or any Material Master Lease, the financial covenants and events of default of any such modified, refinanced, refunded, renewed or extended Indebtedness are not, taken as a whole, materially more restrictive to the Loan Parties than the financial covenants and events of default of the Indebtedness being modified, refinanced, refunded, renewed or extended (it being understood and agreed that any such financial covenants or events of default that are substantially similar to those set forth herein shall be deemed not to be materially more restrictive to the Loan Parties) and (e) none of the Loan Parties shall be an obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed or extended except to the extent that such Person was such an obligor or guarantor in respect of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Primary License” means, with respect to any Facility or Person operating such Facility, as the case may be, the certificate of need, Permit or license to operate as an assisted living, skilled nursing or independent living facility; provided, however, that the Governmental Approvals as defined in the Skilled Purchase Agreement shall suffice as Primary Licenses where new Primary Licenses are being issued as a result of and following the Skilled Acquisition and until such new Primary Licenses are issued.

“Pro Forma Basis” means, for any period, with respect to the Skilled Transactions or any proposed acquisition, investment, distribution or any other action which requires compliance with any test or covenant hereunder, compliance as of the transaction date will be determined giving the following pro forma effect to the Skilled Transactions or such proposed acquisition investment, distribution or any such other action: (a) pro forma effect will be given to any Indebtedness incurred during or after the relevant period to the extent the Indebtedness is outstanding or is to be incurred on the transaction date as if the Indebtedness had been incurred on the first day of the relevant period; (b) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedge Agreement applicable to the Indebtedness if the Hedge Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire relevant period; (c) Consolidated Interest Expense related to any Indebtedness no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the relevant period under this Agreement to the extent of the Loans in effect on the transaction date, will be excluded; and (d) pro forma effect will be given to (i) the joinder or release of Loan Parties, and (ii) the acquisition or Transfer of companies, divisions or lines of businesses by the Loan Parties, including any acquisition or Transfer of a company, division or line of business since the beginning of the relevant period by a Person that became a Borrower after the beginning of the relevant period that have occurred since the beginning of the relevant period as if such events had occurred, and, in the case of any Transfer,

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the proceeds thereof applied, on the first day of the relevant period. For purposes of determining Consolidated Interest Expense, Consolidated Cash Interest Expense, Consolidated Fixed Charges — ABL, Consolidated Fixed Charges — Term Loan, Consolidated Rental Expense, Consolidated EBITDA — ABL, Consolidated EBITDA — Term Loan, Consolidated EBITDAR and Consolidated Net Income, any discontinuation of discontinued operations as defined under Financial Accounting Standards Board Accounting Standards Codification 205-20 occurring during the relevant period shall be given effect in accordance with that standard.  To the extent that pro forma effect is to be given to an acquisition or Transfer of a company, division or line of business, the pro forma calculation will be based upon the most recent four full Fiscal Quarters for which the relevant financial information is available (including cost savings to the extent such cost savings would be consistent with the definitions of “Consolidated EBITDA — Term Loan” and “Consolidated EBITDA — ABL”).

“Pro Forma Transaction” means any transaction consummated in accordance with this Agreement and/or any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“Pro Rata Outstandings”, with respect to any Lender at any time, means the sum of (i) the outstanding principal amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender in the L/C Obligations outstanding with respect to all Letters of Credit.

“Pro Rata Share” means, with respect to any tranche of Revolving Loans and any Lender thereunder, as applicable, at any time, the percentage obtained by dividing (a) the sum of the Revolving Credit Commitments in such tranche (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder) of such participating Lender then in effect by (b) the sum of the Revolving Credit Commitments in such tranche (or, if such Revolving Credit Commitments are terminated, the respective Pro Rata Outstandings thereunder) of all participating Lenders thereunder then in effect; provided, however, that, if there are no Revolving Credit Commitments in a tranche and no Pro Rata Outstandings thereunder, such participating Lender’s Pro Rata Share shall be determined based on the Pro Rata Share most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any participating Lender pursuant to Section 2.18.

“Projections” means any document delivered pursuant to Section 6.1(g).

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests or Equity Equivalents.

“Property Loss Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“Protective Advance” has the meaning specified in Section 11.10.

“Qualified Capital Stock” means any Equity Interest that is not Disqualified Capital Stock.

“Qualified Equity Issuance” means any issuance by Ultimate Parent of its Equity Interests in a public or private offering or contribution to its capital (in each case, other than in the form of Disqualified Capital Stock).

“Real Property” means the real property (including improvements thereon) subject to, and described in, the Master Leases, the other Material Master Leases, the Third-Party Leases or owned by a Loan Party.

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“Real Property Financing Obligations” means, with respect to any Person, financing obligations and Capital Lease Obligations of such Person, to the extent such financing obligations or Capital Lease Obligations are related to real property.

“Register” has the meaning specified in Section 2.14(b).

“Related Documents” means, collectively,

(i)            the Master Leases and the other Material Master Leases,

(ii)           the Master Lease Intercreditor Agreements and each other Material Master Lease Intercreditor Agreement,

(iii)          the Skilled Purchase Agreement,

(iv)          the Term Loan Agreement,

(v)           the Term Loan Documents,

(vi)          the Term Loan Second Amendment,

(vii)         the Skilled RE Credit Agreement,

(viii)        the Skilled RE Loan Documents,

(ix)          the UPL Documents, and

(x)           the Intercreditor Agreement.

“Related Person” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officer, employees, agents, attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Released Loan Parties” certain affiliates of GHLLC listed on Schedule IV that were parties to the Original Credit Agreement and certain of the other Loan Documents and are released as of the Closing Date.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material Released into the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided, however, at any time when there

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are two or more unaffiliated Lenders under this Agreement, “Required Lenders” shall include at least two unaffiliated Lenders.  Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender”.

“Required Lenders — FILO Tranche” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments — FILO Tranche (or, if such Revolving Credit Commitments are terminated, the Pro Rata Outstandings in the Revolving Loan FILO Tranche) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided, however, at any time when there are two or more unaffiliated Lenders under this Agreement, “Required Lenders — FILO Tranche” shall include at least two unaffiliated Lenders.  Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender — FILO Tranche”.

“Required Lenders — Tranche A” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments — Tranche A (or, if such Revolving Credit Commitments are terminated, the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Restricted Person; provided, however, at any time when there are two or more unaffiliated Lenders under this Agreement, “Required Lenders — Tranche A” shall include at least two unaffiliated Lenders.  Notwithstanding the foregoing, no Restricted Person shall be entitled to vote as a “Required Lender — Tranche A”.

“Requirement of Law” means, with respect to any Person, the Constituent Documents of such Person, and any law, treaty, rule or regulation or determination of a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserve Requirements” means, with respect to any Interest Period and for any LIBOR Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect two (2) Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

“Resignation Effective Date” has the meaning specified in Section 10.9(a).

“Responsible Officer” means, with respect to any Person, any of the chief executive officer, president, senior vice president, chief financial officer (or similar title), chief operating officer, controller or treasurer (or similar title), managing member or general partner of such Person but, in any event, with respect to financial matters, the chief financial officer (or similar title) or treasurer (or similar title) of Ultimate Parent.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock)) with respect to any Equity Interests or Equity Equivalents of Loan Parties, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests or Equity Equivalents in any Loan Party.

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“Restricted Person” means (i) any Defaulting Lender, (ii) any Borrower, (iii) any Loan Party, (iv) any Permitted Investor, and (v) any officer, director or Affiliate of any of the foregoing.

“Revolving Credit Commitment” means, as of the date of any determination, with respect to each Revolving Credit Lender, such Lender’s Revolving Credit Commitment — Tranche A and its Revolving Credit Commitment — FILO Tranche.

“Revolving Credit Commitment — FILO Tranche” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment — FILO Tranche”, as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement.

“Revolving Credit Commitment — Tranche A” means, as of the date of any determination, with respect to each Revolving Credit Lender, such Lender’s Revolving Credit Commitment — Tranche A-1 and its Revolving Credit Commitment — Tranche A-2.

“Revolving Credit Commitment — Tranche A-1” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings — Tr▇▇▇▇▇ ▇-▇, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment — Tranche A-1” as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement.

“Revolving Credit Commitment — Tranche A-2” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings — Tr▇▇▇▇▇ ▇-▇, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment — Tranche A-2” as it may be (i) amended to reflect Assignments and (ii) reduced pursuant to this Agreement

“Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit.

“Revolving Credit Lender” means each Revolving Credit Lender — FILO Tranche and each Revolving Credit Lender — Tranche A.

“Revolving Credit Lender — FILO Tranche” means each Lender that has a Revolving Credit Commitment — FILO Tranche or holds a Revolving Loan — FILO Tranche.

“Revolving Credit Lender — Tranche A” means each Lender that has a Revolving Credit Commitment — Tranche A, holds a Revolving Loan — Tranche A or participates in any Swing Loan or Letter of Credit.

“Revolving Credit Outstandings — Tranche A” means the sum of the aggregate amount of the Revolving Credit Outstandings — Tranche A-1 plus the aggregate amount of the Revolving Credit Outstandings — Tranche A-1.

“Revolving Credit Outstandings — Tranche A-1” means, at any time, the sum of, in each case to the extent outstanding at such time, (a) the aggregate principal amount of the Revolving Loans — Tranche A-1 and Swing Loans and (b) the L/C Obligations for all Letters of Credit.

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“Revolving Credit Outstandings — Tranche A-2” means, at any time, the sum of, in each case to the extent outstanding at such time, the aggregate principal amount of the Revolving Loans — Tranche A-2.

“Revolving Credit Termination Date” means the earliest of (a) Scheduled Revolving Credit Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or Section 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2.

“Revolving Loan” means each Revolving Loan — Tranche A and each Revolving Loan — FILO Tranche.

“Revolving Loan — FILO Tranche” has the meaning specified in Section 2.1(a)(iii).

“Revolving Loan — FILO Tranche Overadvance” has the meaning specified in Section 2.1(a)(iii)

“Revolving Loan — Tranche A” means each Revolving Loan — Tranche A-1 and each Revolving Loan —Tranche A-2.

“Revolving Loan — Tranche A Overadvance” means a Revolving Loan — Tranche A-1 Overadvance or a Revolving Loan — Tranche A-2 Overadvance.

“Revolving Loan — Tranche A-1” has the meaning specified in Section 2.1(a)(i).

“Revolving Loan — Tranche A-2” has the meaning specified in Section 2.1(a)(ii).

“Revolving Loan — Tranche A-1 Overadvance” has the meaning specified in Section 2.1(a)(i).

“Revolving Loan — Tranche A-2 Overadvance” has the meaning specified in Section 2.1(a)(ii)

“Sabra Intercreditor Agreement” means the Intercreditor Agreement, dated as of December 3, 2012, by and among the Landlords (as defined in the Sabra Lease Consent and Amendment Agreement), the Administrative Agent and the Administrative Agent under the Term Loan Agreement, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“Sabra Lease” means collectively, the Master Leases (as defined in the Sabra Consent and Amendment Agreement) as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“Sabra Lease Consent and Amendment Agreement” means the consent and agreement, dated as of August 18, 2014, by and among the Landlords (as defined therein) and GHLLC, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by a Loan Party of real or personal property that has been or is to be Transferred by such Loan Party to such Person or from any other Person to whom funds have been or are to be advanced by such Person based on a Lien on, or an assignment of, such property and rental obligations of such Loan Party.

“Sanctions” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

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

“Scheduled Revolving Credit Termination Date” means the earliest to occur of (i) the date that is 5 years from the Closing Date, (ii) if and so long as the Term Loan Facility or any Permitted Refinancing thereof has a maturity date prior to the date set forth in clause (i), the later of (x) the date that is 90 days prior to the maturity date of the Term Loan Facility or any such Permitted Refinancing (as applicable) and (y) to the extent the maturity date of the Term Loan Facility or such Permitted Refinancing has been shortened due to a springing maturity prong based upon the Skilled RE Credit Agreement or any Permitted Refinancing thereof, the maturity date of the Term Loan Facility (or such Permitted Refinancing) and (iii) the date that is 90 days prior to such then-applicable maturity date of the facility under the Skilled RE Credit Agreement or any Permitted Refinancing thereof, as applicable.

“SEC” means the United States Securities and Exchange Commission.

“Secondary Market Investors” has the meaning specified in Section 11.2(f).

“Secondary Market Transaction” has the meaning specified in Section 11.2(f).

“Secured Hedge Agreement” means any Hedge Agreement in respect of the Obligations that (a) has been entered into with a Secured Hedging Counterparty, (b) in the case of a Hedge Agreement not entered into with or provided or arranged by Administrative Agent or an Affiliate of Administrative Agent, is expressly identified as being a “Secured Hedge Agreement” hereunder in a joint notice from such Loan Party and such Person delivered to Administrative Agent reasonably promptly after the execution of such Hedge Agreement and (c) meets the requirements of Section 8.4(f).

“Secured Hedging Counterparty” means (a) a Person who has entered into a Hedge Agreement with a Loan Party if such Hedge Agreement was provided or arranged by Administrative Agent or an Affiliate of Administrative Agent, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered into a Hedge Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of the Hedge Agreement).

“Secured Parties” means the Lenders, the L/C Issuers, the Administrative Agent, any Secured Hedging Counterparty, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“Security” means all Equity Interests, Equity Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

“Security Agreement” means that certain Second Amended and Restated Security, Guarantee and Collateral Agreement, dated as of the Closing Date, among Loan Parties and Administrative Agent and the other entities from time to time party thereto, as it may be amended, restated, replaced or otherwise modified from time to time.

“Security Documents” means the collective reference to the Security Agreement, the Intercreditor Agreement, the Master Lease Intercreditor Agreements and the other Material Master Lease Intercreditor Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent purporting to grant or specify the priority of a Lien on any Property of any Loan Party to secure the Obligations.

“Skilled Acquisition” has the meaning specified in the recitals to this Agreement.

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

“Skilled HUD RE Credit Documents” means one or more credit agreements and each guaranty agreement and security agreement related thereto, by and among, in each case, the Skilled HUD RE Entities party thereto, the administrative agent party thereto, and the lenders party thereto, as applicable.

“Skilled HUD RE Entities” means each of the subsidiaries of Skilled Holdings from time to time a party to the Skilled HUD RE Credit Agreements.

“Skilled Purchase Agreement” has the meaning specified in the recitals to this Agreement.

“Skilled RE Borrowers” means, collectively, the subsidiaries of Skilled Holdings set forth in Schedule II that are borrowers under the Skilled RE Credit Agreement.

“Skilled RE Credit Agreement” means the credit facility dated on or about the Closing Date among the Skilled RE Borrowers, Skilled RE Lender and certain financial institutions from time to time party thereto as lenders, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement and the Skilled Intercreditor Agreement.

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

“Skilled RE Lender” means Health Care REIT, Inc., in its capacity as lender under the Skilled RE Credit Agreement together with its successors and assigns.

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

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

“Skilled Refinancing” has the meaning specified in the recitals to this Agreement.

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

“Skilled Target Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that is materially adverse to the business, condition (financial or otherwise), assets or results of operations of Ultimate Parent and its Subsidiaries, taken as a whole, other than any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (i) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates, (ii) changes in general conditions in any industry in which Ultimate Parent or any of its Subsidiaries operates or participates, (iii) the announcement, pendency or anticipated consummation of the Skilled Transactions (subject to the exclusions set forth in the Skilled Purchase Agreement); (iv) any failure, in and of itself, by Ultimate parent to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after August 18, 2014 (provided, that the underlying factors contributing to such failure shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (v) changes in general legal, regulatory, reimbursement or political conditions after August 18, 2014; (vi) changes in generally accepted accounting principles or applicable law or the interpretation thereof after August 18, 2014; (vii) changes in the trading price or volume of “Sonoma Class A Stock” (as

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defined in the Skilled Purchase Agreement) (provided, that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (viii) actions taken by Ultimate Parent as expressly required by the Skilled Purchase Agreement; (ix) any natural or man-made disaster; or (x) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (i), (ii), (v), (vi) and (ix), such change, effect, event, circumstance, occurrence or state of facts (x) does not specifically relate to (or have the effect of specifically relating to) Ultimate Parent and its Subsidiaries and (y) is not materially more adverse to Ultimate Parent and its Subsidiaries than to other companies operating in the industry in which Ultimate Parent and its Subsidiaries operate.

“Skilled Transactions” means collectively, (a) the Skilled Acquisition; (b) the consummation of the Skilled Refinancing; (c) the execution and delivery of the Skilled RE Loan Documents and the incurrence of the obligations thereunder; and (d) the payment of all fees and expenses to be paid in connection with the foregoing.

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

“Solvent” means, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) “debt” means liability on a “claim”, (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) except as otherwise provided by applicable law, the amount of “contingent liabilities” at any time shall be the amount thereof which, in light of all the facts and circumstances existing at such time, can reasonably be expected to become actual or matured liabilities.

“Specified Purchase Agreement Representations” means the representations and warranties made by the Ultimate Parent in the Skilled Purchase Agreement as are material to the interest of the Lenders, but only to the extent that LLC Parent has the right to terminate its obligations under the Skilled Purchase Agreement as a result of a breach of such representation in the Skilled Purchase Agreement.

“Specified Representations” means the representations and warranties made by any Loan Party in or pursuant to Section 4.1(a), Section 4.2(a)(i), 4.2(a)(ii)(A), 4.2(a)(ii)(B), Section 4.2(a)(iii), Section 4.2(b), Section 4.6, Section 4.9, Section 4.11, Section 4.18, and Section 4.23.

“Sponsor” means Formation Capital LLC.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to Administrative Agent.

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“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;

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(iv)                              Administrative Agent or any Lender shall have commenced foreclosure or execution on any of the Collateral as permitted under any Loan Document; or

(v)                                 there shall have been a draw in an amount in excess of $5,000,000 on any Letter of Credit.

“Swingline Lender” means, each in its capacity as Swingline Lender hereunder, GECC or, upon the resignation of GECC as Administrative Agent hereunder, any Lender (or Affiliate of any Lender) that agrees, with the approval of Administrative Agent (or, if there is no such successor Administrative Agent, the Required Lenders — Tranche A) and Borrowers, to act as the Swingline Lender hereunder.

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

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

“Tax Affiliate” means (a) Borrowers and (b) any Affiliate of any Borrower with which such Borrower files or is eligible to file consolidated, combined or unitary Tax Returns.

“Tax Distributions” has the meaning specified in Section 8.6(a)(x).

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated as of the Closing Date, between Ultimate Parent, LLC Parent and certain of the members of LLC Parent in the form attached hereto as Exhibit N.

“Tax Returns” has the meaning specified in Section 4.8.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan Agreement” means the Term Loan Agreement, dated as of December 3, 2012, as amended by Amendment No. 1 to the Term Loan Agreement, dated as of January 21, 2014 and that certain Amendment No. 2 to Term Loan Agreement, dated on September 25, 2014 (the “Term Loan Second Amendment”, each among the Parent Companies, GHLLC, the lenders from time to time party thereto, Barclays, as administrative agent and collateral agent, GECC, as Syndication Agent, and the other agents and arrangers from time to time party thereto, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement.

“Term Loan Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a first priority Lien is granted or purported to be granted pursuant to any Term Loan Document.

“Term Loan Collateral Agent” means the “Collateral Agent” as defined in the Term Loan Agreement.

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

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

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“Termination Fee” means the fee payable upon prepayment of the Revolving Credit Facility pursuant to Sections 2.7 and 9.2 in an amount equal to (i) if such prepayment is made prior to the first anniversary of the Closing Date, 1% of the Revolving Credit Commitment terminated and (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 0.5% of the Revolving Credit Commitment terminated; provided, that following a refinancing of the Obligations in connection with which GECC serves as the administrative agent and a lender, GECC’s Pro Rata Share of the Termination Fee shall be waived.

“Third-Party Leases” means, collectively, leases, other than the Master Leases and the other Material Master Leases, of long term care facilities, nursing homes, assisted living facilities, independent living facilities, hospice facilities or other healthcare facilities, but not including rehabilitation facilities or medical office buildings, leased and operated by any Borrower, including but not limited to those listed on Schedule 4.16 hereto.

“Third-Party Payor Programs” means Medicare, Medicaid, TRICARE, Blue Cross/Blue Shield or any other public program or private commercial insurance, managed care, or employee assistance program providing reimbursement or coverage for Medical Services and with which a Borrower or any of its Subsidiaries has entered into a participation agreement, provider agreement, or similar arrangement for coverage of eligible Patients.

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“Transfer” means, with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other effectively complete disposition thereof.

“TRICARE” means (a) the United States of America acting under TRICARE, or (b) any agent, carrier, administrator or intermediary for any of the foregoing.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction as now or hereafter in effect and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as now or hereafter in effect in the State of New York.

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

“United States” means the United States of America.

“Unrestricted Account Collecting Bank” has the meaning specified in Section 7.12(a)(i)(D).

“Unrestricted Accounts” has the meaning specified in Section 7.12(a)(i)(D).

“Unused Daily Balance — Tranche A-1” has the meaning specified in Section 2.11(a).

“Unused Daily Balance — Tranche A-2” has the meaning specified in Section 2.11(a).

“UPL Borrower” means each Borrower that leases or manages a UPL Facility.

“UPL Documents” means the UPL Program implementing documents, instruments, and agreements entered into between a UPL Hospital and the respective UPL Borrower (and/or any of their

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Affiliates), including but not limited to each lease, sublease, management agreement, license agreement, operations transfer agreement, intellectual property transfer agreement and/or license agreement.

“UPL Facility” means each Facility that is the subject of a UPL Program.

“UPL Hospital” means each county hospital or other unit of government that is or becomes an operator of a UPL Facility.

“UPL Program” means a program under which, in exchange for certain payment of fees, costs and other reimbursements from the UPL Hospital, a Borrower agrees to manage one or more Facilities, the possession and operation of which has been transferred to such UPL Hospital and, subsequent to such transfer, the accounts related to such Facility or Facilities qualify under a Medicaid “upper payment limit” program.

“U.S. Lender Party” has the meaning specified in Section 2.17(e).

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

“Ventas Lease Consent Agreement” means that certain Agreement Related to transaction, dated as of August 18, 2014, by and among Landlord Parties (as defined therein), Tenant Parties (as defined therein), GHLLC and LLC Parent.

“Voting Stock” means Equity Interests of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness being refinanced or any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

Section 1.2                                    UCC Terms(b)                 .  The following terms have the meanings given to them in the applicable UCC:  “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “depository bank”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

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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

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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 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 to Borrowers from time to time:

(i)                                     on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $440,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment - Tranche A-1 (each such loan a “Revolving Loan — Tranche A-1”); provided, however, that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan — Tranche A-1 in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments — Tranche A-1 exceed the aggregate Revolving Credit Outstandings — Tranche A-1 at such time; provided, further, that no Revolving Loan — Tranche A-1 to be made shall, at any time, exceed the Borrowing Availability — Tranche A-1.  If, at any time, the Revolving Credit Outstandings — Tranche A-1 exceeds the lesser of (x) Borrowing Base — Tranche A-1 and (y) the Revolving Credit Commitments — Tranche A-1 of all Lenders then in effect (any such excess is herein referred to as a “Revolving Loan — Tranche A-1 Overadvance”), Lenders shall not be obligated to make any Revolving Loan — Tranche A-1, no additional Letters of Credit shall be issued and the Revolving Loans — Tranche A-1 must be repaid immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Revolving Loan — Tranche A-1 Overadvance.  Within the limits set forth in the first sentence of this clause (a)(i),

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amounts of Revolving Loans — Tranche A-1 repaid may be reborrowed under this Section 2.1,

(ii)                                  On any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $75,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment - Tranche A-2 (each such loan a “Revolving Loan — Tranche A-2”); provided, however, that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan — Tranche A-2 in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments — Tranche A-2 exceed the aggregate Revolving Credit Outstandings — Tranche A-2 at such time; provided, further, that no Revolving Loan — Tranche A-2 to be made shall, at any time, exceed the Borrowing Availability — Tranche A-2.  If, at any time, the Revolving Credit Outstandings — Tranche A-2 exceeds the lesser of (x) Borrowing Base — Tranche A-2 and (y) the Revolving Credit Commitments — Tranche A-2 of all Lenders then in effect (any such excess is herein referred to as a “Revolving Loan — Tranche A-2 Overadvance”), Lenders shall not be obligated to make any Revolving Loan — Tranche A-2 and the Revolving Loans — Tranche A-2 must be repaid immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Revolving Loan — Tranche A-2 Overadvance.  Within the limits set forth in the first sentence of this clause (a)(i), amounts of Revolving Loans — Tranche A-2 repaid may be reborrowed under this Section 2.1, and

(iii)                               in addition, on Closing Date in an aggregate principal amount not to exceed $25,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment — FILO Tranche (each such loan a “Revolving Loan — FILO Tranche”); provided, however, that, at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan — FILO Tranche in excess of such Lender’s Pro Rata Share of the Revolving Credit Commitments — FILO Tranche; provided, further, that no Revolving Loan — FILO Tranche to be made shall exceed the Borrowing Availability — FILO Tranche (any such excess is herein referred to as a “Revolving Loan — FILO Tranche Overadvance”).  If, at any time, the aggregate principal amount of all outstanding Revolving Loans — FILO Tranche exceeds the Borrowing Base - FILO Tranche, Administrative Agent shall automatically, and without notice or consent of any Loan Party, establish a reserve against the Borrowing Base in the full amount of any such excess.  For the avoidance of doubt, amounts of Revolving Loans — FILO Tranche repaid may not be reborrowed under this Section 2.1.

(b)                                 Subsequent Advances.  Upon request of GHLLC on behalf of Borrowers and upon satisfaction of the conditions precedent set forth in Section 3.2, each Revolving Credit Lender — Tranche A shall make Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 pursuant to the applicable provisions set forth in this Article 2.

Section 2.2                                    Borrowing Procedures.

(a)                                 Notice From Borrower.  Each Borrowing shall be made on notice given by GHLLC on behalf of Borrowers to Administrative Agent not later than 10:00 a.m. on the date that is one (1) Business Day prior to the proposed Borrowing of a Base Rate Loan or 10:00 am on the date that is three (3) Business Days prior to the proposed Borrowing of a LIBOR Rate Loan.  Each such notice may be made in a writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly completed and delivered prior to such Borrowing.  Revolving Loans shall be

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made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15, the Notice of Borrowing specifies that all or a portion thereof shall be LIBOR Rate Loans.  Each Borrowing of a Revolving Loan — Tranche A shall be in an aggregate amount that is an integral multiple of $250,000.  In the case of (i) the Borrowing on the Closing Date and (ii) each subsequent Borrowing in the event the Revolving Credit Outstandings — Tranche A are greater than or equal to 50% of the Revolving Credit Commitment, each Notice of Borrowing shall be accompanied by a Borrowing Base Certificate.

(b)                                 Notice to Each Lender.  Administrative Agent shall give to each applicable Lender prompt notice of Administrative Agent’s receipt of a Notice of Borrowing in respect of a tranche in which it participates and, if LIBOR Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate.  Each such Lender shall, before 1:00 p.m. on the date of the proposed Borrowing, make available to Administrative Agent at its address referred to in Section 11.11, such Lender’s Pro Rata Share of such proposed Borrowing.  Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set forth in Section 3.2, Administrative Agent shall make such funds available to Borrower.

(c)                                  Defaulting Lenders.  Unless Administrative Agent shall have received notice from any Lender prior to the date such Lender is required to make any payment hereunder with respect to any Loan or any participation in any Swing Loan or Letter of Credit that such Lender will not make such payment (or any portion thereof) available to Administrative Agent, Administrative Agent may assume that such Lender has made such payment available to Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and Administrative Agent shall, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount.  Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent made available such amount to Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Lender of any obligation it may have to Borrowers, Swingline Lender or any L/C Issuer.  In addition, any Defaulting Lender agrees to pay such amount to Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility.  Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation.  If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.  The existence of any Defaulting Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrowers against any Defaulting Lender.

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Section 2.3                                    Swing Loans.

(a)                                 Availability.  On the terms and subject to the conditions contained in this Agreement, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swing Loan”) available to Borrowers under the Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed $30,000,000; provided, however, that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings — Tranche A-1 would exceed the Borrowing Availability — Tranche A-1 and (y) in the period commencing on the first Business Day after it receives notice from Administrative Agent or the Required Lenders — Tranche A that one or more of the conditions precedent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly waived.  In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived.  Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the Revolving Credit Termination Date.  Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a).

(b)                                 Borrowing Procedures.  In order to request a Swing Loan, GHLLC on behalf of Borrowers shall give to Administrative Agent a notice to be received not later than 1:00 p.m. on the day of the proposed Borrowing, which may be made in a writing substantially in the form of Exhibit D duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such Borrowing, with such a Swingline Request.  In addition, if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Swingline Lender may, notwithstanding anything else to the contrary in Section 2.2, make a Swing Loan available to Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan.  Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan.  Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender may make a Swing Loan available to Borrower by making the proceeds thereof available to Administrative Agent and, in turn, Administrative Agent shall make such proceeds available to Borrower on the date set forth in the relevant Swingline Request.

(c)                                  Refinancing Swing Loans.  The Swingline Lender may at any time, and no less frequently than weekly, forward a demand to Administrative Agent (which Administrative Agent shall, upon receipt, forward to each Revolving Credit Lender - Tranche A) that each Revolving Credit Lender — Tranche A pay to Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans.  Each Revolving Credit Lender — Tranche A shall pay such Pro Rata Share to Administrative Agent for the account of the Swingline Lender.  Upon receipt by Administrative Agent of such payment (other than during the continuation of any Event of Default under Section 9.1(g) or (h)), such Revolving Credit Lender — Tranche A shall be deemed to have made a Revolving Loan — Tranche A-1 to Borrowers, which, upon receipt of such payment by the Swingline Lender from Administrative Agent, Borrowers shall be deemed to have used in whole to refinance such Swing Loan.  In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 9.1(g) or (h), each Revolving Credit Lender - Tranche A shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan.  If any payment made by any Revolving Credit Lender - Tranche A as a

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result of any such demand is not deemed a Revolving Loan — Tranche A-1, such payment shall be deemed a funding by such Lender of such participation.  Such participation shall not be otherwise required to be funded.  Upon receipt by the Swingline Lender of any payment from any Revolving Credit Lender - Tranche A pursuant to this clause (c) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving Credit Lender - Tranche A all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion.

(d)                                 Obligation to Fund Absolute.  Each Revolving Credit Lender - Tranche A’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swingline Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

Section 2.4                                    Letters of Credit.

(a)                                 Commitment and Conditions.  On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of GHLLC on behalf of Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrowers (or, as long as Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in Dollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Original Closing Date through the earlier of the Revolving Credit Termination Date and seven (7) days prior to the Scheduled Revolving Credit Termination Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance:

(i)                                     (A) the aggregate Revolving Credit Outstandings — Tranche A-1 would exceed the Borrowing Availability — Tranche A-1, or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit;

(ii)                                  the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one (1) year after the date of issuance thereof or (C) is later than seven (7) days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one (1) year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or

(iii)                               (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by GHLLC on behalf of the

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requesting Borrowers (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”).

For each such Issuance, the applicable L/C Issuer may, but shall not be required to, (A) determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Administrative Agent or the Required Lenders — Tranche A that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived, and/or (B) elect to issue Letters of Credit in its own name to the extent permitted by applicable law (which Letters of Credit may not be accepted by certain beneficiaries such as insurance companies).

Notwithstanding anything else to the contrary herein, if any Lender is a Defaulting Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Defaulting Lender has been replaced in accordance with Section 11.2, (x) the Letter of Credit Obligations of such Defaulting Lender have been reallocated to other Lenders, (y) the Revolving Credit Commitments — Tranche A-1 of the other Revolving Credit Lenders — Tranche A have been increased by an amount sufficient to satisfy the Administrative Agent that all future Letter of Credit Obligations will be covered by all Revolving Credit Lenders — Tranche A that are not Defaulting Lenders, or (z) if the replacement described in clause (w) and the reallocations described in clauses (x) and (y) cannot, or can only partially, be effected, the Letter of Credit Obligations of such Defaulting Lender have been cash collateralized by such Defaulting Lender or the Borrowers.  All or a portion of the Letter of Credit Obligations of a Defaulting Lender (unless such Defaulting Lender is the L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Lenders that are not Defaulting Lenders pro rata in accordance with their percentage of the total Revolving Credit Commitment — Tranche A (calculated as if the Defaulting Lender’s Pro Rata Share in such tranche was reduced to zero and each other Lender’s Pro Rata Share in such tranche had been increased proportionately); provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans — Tranche A, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment — Tranche A.

(b)                                 Notice of Issuance.  GHLLC on behalf of Borrowers shall give the relevant L/C Issuer and Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the date of such requested Issuance.  Such notice may be made in a writing substantially in the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request.

(c)                                  Reporting Obligations of L/C Issuers.  Each L/C Issuer agrees to provide Administrative Agent (which, after receipt, Administrative Agent shall provide to each Revolving Credit Lender - Tranche A), in form and substance satisfactory to Administrative Agent, each of the following on the following dates:  (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or

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failure to pay when due) by Borrowers of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of Administrative Agent (or any Revolving Credit Lender - Tranche A through Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by Administrative Agent and (iii) on the first Business Day of each calendar month, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar month.

(d)                                 Acquisition of Participations.  Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving Credit Lender - Tranche A shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C Obligations.

(e)                                  Reimbursement Obligations of Borrower.  Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after GHLLC receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below.  In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by Borrowers as provided in this clause (e) (or any such payment by Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Administrative Agent of such failure (and, upon receipt of such notice, Administrative Agent shall forward a copy to each Revolving Credit Lender - Tranche A) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by Borrowers with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans — Tranche A-1 that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans — Tranche A-1 that are Base Rate Loans.

(f)                                   Reimbursement Obligations of the Revolving Credit Lenders.  Upon receipt of the notice described in clause (e) above from Administrative Agent, each Revolving Credit Lender - Tranche A shall pay to Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation.  By making such payment (other than during the continuation of an Event of Default under Section 9.1(g) or (h)), such Lender shall be deemed to have made a Revolving Loan — Tranche A-1 to Borrower, which, upon receipt thereof by such L/C Issuer, Borrowers shall be deemed to have used in whole to repay such L/C Reimbursement Obligation.  Any such payment that is not deemed a Revolving Loan — Tranche A-1 shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the related L/C Obligations.  Such participation shall not otherwise be required to be funded.  Upon receipt by an L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments received after such payment by such L/C Issuer with respect to such portion.

(g)                                  Obligations Absolute.  The obligations of Borrowers and the Revolving Credit Lenders - Tranche A pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement

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irrespective of (i) (A) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (B) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (C) any loss or delay, including in the transmission of any document, (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Loan Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Revolving Credit Lender - Tranche A, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) or (B) any adverse change in the condition (financial or otherwise) of any Loan Party and (iv) any other act or omission to act or delay of any kind of any Secured Party or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4, constitute a legal or equitable discharge of any obligation of Borrowers or any Revolving Credit Lender hereunder.

(h)                                 Existing Letters of Credit Deemed Issued Hereunder.  The Letters of Credit set forth on Schedule 2.4(h) shall be deemed to have been issued pursuant to this Section 2.4 and shall be subject to and governed by the terms and conditions of this Agreement.  Each Letter of Credit, now or hereafter issued, shall be deemed to have been issued under the Revolving Credit Commitments — Tranche A-1.

Section 2.5                                    Reduction and Termination of the Commitments.  All outstanding Revolving Credit Commitments — Tranche A shall terminate (i) on the Scheduled Revolving Credit Termination Date —Tranche A or (ii) in connection with an optional repayment pursuant to Section 2.7 in the amount of such prepayment.  All outstanding Revolving Credit Commitments — FILO Tranche shall terminate (i) on the Scheduled Revolving Credit Termination Date — FILO Tranche or (ii) in connection with an optional repayment pursuant to Section 2.7 in the amount of such prepayment.

Section 2.6                                    Repayment of Revolving Loan.  Borrowers promise to repay the entire unpaid principal amount of the Revolving Loans and Swing Loans on or before the Scheduled Revolving Credit Termination Date; provided, however, that, except as otherwise expressly provided herein, the Revolving Loans — FILO Tranche shall not be repaid prior to the Scheduled Revolving Credit Termination Date.

Section 2.7                                    Optional Prepayments; Commitment Reductions.  (i)  On or before the 2nd anniversary of the Closing Date, upon 5 Business Days irrevocable prior written notice to Administrative Agent (provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the outstanding principal amount of the Revolving Credit Facility and the other Obligations related thereto including the Obligations set forth in Section 2.16(a), and terminate the Revolving Credit Commitment, in whole or in part, subject to the payment of the Termination Fee, and (ii) thereafter, upon 5 Business Days irrevocable prior written notice to Administrative Agent (provided that such notice may be conditioned on closing the applicable refinancing or Transfer for which such notice was given), Borrowers may prepay the Revolving Credit Facility and the other Obligations related thereto, including the Obligations set forth in Section 2.16(a), and terminate the Revolving Credit Commitment, in whole or in part, without premium or penalty; provided, however, that, notwithstanding the foregoing, Borrowers shall not be entitled to make any prepayment in respect of the Revolving Loans — FILO Tranche (or terminate any portion of the Revolving

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Credit Commitment — FILO Tranche) unless (a) Borrowers prepay the entire Revolving Credit Facility (and all Obligations related thereto (other than contingent or indemnification obligations not then asserted or due or that Loan Parties could not reasonably expect to be asserted or come due)), including the Revolving Loans — FILO Tranche (and all of the Obligations related thereto) and (b) terminate the entire Revolving Credit Commitment, including the Revolving Credit Commitment — FILO Tranche.  Any such prepayment made (i) in part shall be in an aggregate amount not less than $10,000,000 and that is an integral multiple of $1,000,000 or (ii) in full shall be in an amount equal to the entire remaining balance of the Obligations.

Section 2.8                                    Mandatory Prepayments.

(a)                                 GHLLC Transfers and Property Loss Events. Subject to clause (c) below, upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries (excluding the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect) of Net Cash Proceeds arising from (i) any Transfer by any Borrower of any of its ABL Priority Collateral in reliance on Section 8.3(d) or Section 8.5 or (ii) any Property Loss Event with respect to any ABL Priority Collateral of any Loan Party to the extent resulting in the receipt by any Loan Party of Net Cash Proceeds in excess of $1,500,000, such Loan Party shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of the Net Cash Proceeds of such ABL Priority Collateral.

(b)                                 Excess Outstandings.  (i) On any date on which the aggregate principal amount of Revolving Credit Outstandings — Tranche A-1 exceeds the lesser of the aggregate Revolving Credit Commitments — Tranche A-1 and the Borrowing Base — Tranche A-1, Borrower shall pay to Administrative Agent an amount equal to such excess, together with the other Obligations then due and payable directly related thereto (including the Obligations set forth in Section 2.16(a)) and (ii) on any date on which the aggregate principal amount of Revolving Credit Outstandings — Tranche A-2 exceeds the lesser of the aggregate Revolving Credit Commitments — Tranche A-2 and the Borrowing Base — Tranche A-2, Borrower shall pay to Administrative Agent an amount equal to such excess, together with the other Obligations then due and payable directly related thereto (including the Obligations set forth in Section 2.16(a)).

(c)                                  Application of Payments.  Any payments made to Administrative Agent pursuant to this Section 2.8, unless specifically stated otherwise, shall be subject to the applicable Termination Fee, if any.  All payments pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b).  Notwithstanding the foregoing, if any Lease, including the Master Leases, or Constituent Document of any joint venture (each as existing on the Closing Date and not amended, modified or entered into in violation of this Agreement) requires the application of such proceeds in a manner inconsistent with clause (a) above, GHLLC on behalf of Borrowers (1) shall provide notice to Administrative Agent as required pursuant to Section 6.2(b) hereof, and (2) after such notice, shall apply, or shall cause the applicable Borrower to apply, the proceeds of such insurance as directed in the respective Lease or Constituent Document; provided, however, to the extent there are surplus proceeds after compliance with the requirements of the applicable Lease or Constituent Document, then such surplus proceeds shall be applied in accordance with Section 2.12(b).

Section 2.9                                    Interest.

(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

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Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:  (i) in the case of Base Rate Loans that are Revolving Loans, at a rate per annum equal to the sum of the Base Rate in effect from time to time plus the Applicable Margin — Tranche A-1 Base Rate Loan, the Applicable Margin — Tranche A-2 Base Rate Loan or the Applicable Margin — FILO Tranche Base Rate Loan, as applicable, (ii) in the case of Base Rate Loans that are Swing Loans, at a rate per annum equal to the sum of the Base Rate in effect from time to time plus the Applicable Margin — Tranche A-1 Base Rate Loan, (iii) in the case of LIBOR Rate Loans that are Revolving Loans, at a rate per annum equal to the sum of the LIBOR — Revolving Loan and the Applicable Margin — Tranche A-1 LIBOR Loan, Applicable Margin — Tranche A-2 LIBOR Loan or the Applicable Margin — FILO Tranche LIBOR Loan, as applicable, each as in effect for the applicable Interest Period, and (iv) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin — Tranche A-1 Base Rate Loan in effect from time to time.

(b)                                 Payments.  Interest accrued shall be payable in arrears commencing on the Closing Date, and

(i)                                     if accrued on the principal amount of any Loan,

(A)                               with respect to any Loan, at maturity (whether by acceleration or otherwise) or upon any prepayment of the principal amount on which such interest has accrued;

(B)                               (1) if such Loan is a Base Rate Loan (including a Swing Loan), on the first day of each calendar month commencing on the first day of the calendar month following the making of such Loan, and (2) if such Loan is a LIBOR Rate Loan, on the last day of each Interest Period applicable to such Loan and, if applicable, on each date during such Interest Period occurring every three months from the first day of such Interest Period; and

(ii)                                  if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).

(iii)                               Notice of the amount to be paid shall be sent to GHLLC (for all Borrowers) on or about the first day of each month during which any amount is to be paid, which notice shall include each Obligation then due and owing.

(c)                                  Default Interest.  Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (i) the occurrence of any Event of Default under Section 9.1(a),  (g) or (h) or (ii) the delivery of a notice by Administrative Agent or the Required Lenders to Borrowers during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation then due and payable) shall bear interest at a rate that is 2.0% per annum in excess of the interest rate then applicable to such Obligations, payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

Section 2.10                             Conversion and Continuation Options.

(a)                                 Option.  Each LIBOR Rate Loan shall continue from one Interest Period to the succeeding Interest Period as a LIBOR Rate Loan unless (i) GHLLC on behalf of Borrowers