Common use of Guarantor Events of Default Clause in Contracts

Guarantor Events of Default. If one or more of the following events (a "Guarantor Event of Default") shall have occurred: (1) the Guarantor shall fail to make punctual payment of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturity; or (5) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guaranty.

Guarantor Events of Default. If one The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 7.02 means the Covered Bonds of this Series together with the Covered Bonds of any other Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in Canadian dollars converted into Canadian dollars at the applicable Covered Bond Swap Rate) or more if so directed by an Extraordinary Resolution of all the holders of the Covered Bonds shall (but in the case of the happening of any of the events described in paragraphs (b) to (e) below, only if the Bond Trustee shall have certified in writing to the Issuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests of the holders of the Covered Bonds of any Series) (subject in each case to being indemnified and/or secured to its satisfaction) give notice (the “Guarantor Acceleration Notice”) in writing to the Issuer and the Guarantor, that (x) each Covered Bond of each Series is, and each Covered Bond of each Series shall as against the Issuer (if not already due and repayable against it following an Issuer Event of Default), thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest and (y) all amounts payable by the Guarantor under the Covered Bond Guarantee shall thereupon immediately become due and payable at the Guaranteed Amount corresponding to the Early Redemption Amount for each Covered Bond of each Series together with accrued interest, in each case as provided in the Trust Deed and thereafter the Security shall become enforceable if any of the following events (each, a "“Guarantor Event of Default"”) shall have occurred: (1) the Guarantor shall fail to make punctual payment of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturity; or (5) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guaranty.:

Guarantor Events of Default. If one The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent. of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 7.02 means the Covered Bonds of this Series together with the Covered Bonds of any other Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in Canadian dollars converted into Canadian dollars at the applicable Covered Bond Swap Rate) or more if so directed by an Extraordinary Resolution of all the holders of the Covered Bonds shall (but in the case of the happening of any of the events described in paragraphs (b) to (e) below, only if the Bond Trustee shall have certified in writing to the Issuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests of the holders of the Covered Bonds of any Series) (subject in each case to being indemnified and/or secured to its satisfaction) give notice (the “Guarantor Acceleration Notice”) in writing to the Issuer and the Guarantor, that (x) each Covered Bond of each Series is, and each Covered Bond of each Series shall as against the Issuer (if not already due and repayable against it following an Issuer Event of Default), thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest and (y) all amounts payable by the Guarantor under the Covered Bond Guarantee shall thereupon immediately become due and payable at the Guaranteed Amount corresponding to the Early Redemption Amount for each Covered Bond of each Series together with accrued interest, in each case as provided in the Trust Deed and thereafter the Security shall become enforceable if any of the following events (each, a "“Guarantor Event of Default"”) shall have occurred: (1) the Guarantor shall fail to make punctual payment of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturity; or (5) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guaranty.:

Guarantor Events of Default. If one or more any of the following events (each such event being a "Guarantor Event of Default") shall have occurred:occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (1a) the Guarantor shall fail to make punctual defaults in the payment of any amount payable hereunder as the same shall become due and payablehereunder; or (2b) any representation or warranty made by or on behalf of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of this Guaranty or the Amendment, in any writing furnished in connection with or pursuant to this Guaranty shall have been false, incorrect or misleading be false in any material respect when made or so certified toon the date as of which made; or (3c) the Guarantor shall breach fails to perform or observe any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guarantyin Article VI; or (4d) the Guarantor fails to perform or observe any obligation other agreement, term or condition contained in this Guaranty and such failure shall not be remedied within 30 consecutive days after the earlier of (i) the date on which such failure shall first have become known to any Responsible Officer or (ii) the date on which written notice thereof shall have been received by a Responsible Officer of the Guarantor in respect from the Trustee or any Holder of any Indebtedness Bond; or (e) the Guarantor or any Contingent Obligation Subsidiary (i) defaults in any payment of principal of or interest on any other Debt beyond any period of grace provided with an respect thereto, or (ii) fails to perform or observe any other agreement, term or condition contained in any agreement under which any such Debt is created within any applicable grace period provided therein (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is (A) to then cause such Debt to become due prior to any stated maturity or (B) to then permit the Holder or Holders of such Debt (or a trustee on behalf of such Holder or Holders) to cause such Debt to become due prior to any stated maturity, provided that the aggregate outstanding principal amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared all Debt as to be or shall become due and payable prior to the stated maturity thereof, or which such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there payment defaults shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent failures or other representative on behalf of such holder events causing or holders, to cause such Indebtedness to become due prior to its stated maturitypermitting acceleration shall occur and be continuing exceeds $1,000,000; or (5f) the Guarantor shall apply or any Subsidiary makes an assignment for the benefit of creditors or consent is generally not paying its debts as such debts become due; or (g) any decree or order for relief in respect of the Guarantor or any Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the "Bankruptcy Law"), of any jurisdiction; or (h) the Guarantor or any Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like similar official of the Guarantor or any Subsidiary, or of all or any substantial part of its assets, or similar relief in respect the assets of the Guarantor or any Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States of America or any law proceedings (other than proceedings for the voluntary liquidation and dissolution of a Subsidiary that is not a Restricted Subsidiary) relating to bankruptcy, insolvency, reorganization, winding-upthe Guarantor or any Subsidiary under the Bankruptcy Law of any other jurisdiction; or (i) any such petition or application is filed, or composition any such proceedings as described in clause (h) above are commenced, against the Guarantor or adjustment of debtsany Subsidiary and the Guarantor or such Subsidiary by any act indicates its approval thereof, and such proceeding consent thereto or case shall continue undismissedacquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or ordering decree remains unstayed and in effect for more than 60 consecutive days; or (j) any order, judgment or decree is entered in any proceedings against the Guarantor or any Subsidiary decreeing the dissolution, winding-up or liquidation of the Guarantor or such Subsidiary and such order, judgment or decree remains unstayed and in effect for more than 60 consecutive days; or (k) any order, judgment or decree is entered in any proceedings against the Guarantor or any Subsidiary decreeing a split-up of the Guarantor or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of or partnership or other ownership interest in a Subsidiary whose assets represent a substantial part, of the combined assets of the Guarantor and the Subsidiaries (determined in accordance with generally accepted accounting principles) or which requires the divestiture of assets, or stock of or partnership or other ownership interest in a Subsidiary, which shall have contributed a substantial part of the combined net income of the Guarantor and the Subsidiaries (determined in accordance with generally accepted accounting principles) for any of the foregoing shall be entered three fiscal years then most recently ended, and continue such order, judgment or decree remains unstayed and in effect, effect for a period of more than 60 consecutive days; or (l) a final judgment or final judgments (which are nonappealable or have not been stayed pending appeal or as to which all rights to appeal have been expired or exhausted) in an order for relief aggregate amount in excess of $500,000 is rendered against the Guarantor or any Subsidiary and, within 30 consecutive days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 30 consecutive days after the expiration of any such stay, such judgment is not discharged; or (m) this Guaranty or any other Transaction Document shall at any time, for any reason, cease to be in full force and effect or shall be entered declared to be null and void in whole or in any material part by the final judgment of any court or other Governmental Authority or regulatory authority having jurisdiction in respect thereof, or the validity or the enforceability of this Guaranty or any other Transaction Document shall be contested by or on behalf of the Guarantor, or the Guarantor shall renounce this Guaranty or any other Transaction Document, or deny that it is bound by the terms hereof or thereof or has any further liability hereunder or thereunder; or (n) any Termination Event with respect to a Plan shall have occurred, and, 30 days after a Responsible Officer shall become aware, (i) such Termination Event (if correctable) shall not have been corrected and (ii) the then present value of such Plan's benefit liabilities exceeds the then current value of assets accumulated in such Plan ("Unfunded Liabilities") by more than the amount of $500,000 (or in the case of a Termination Event involving the withdrawal of a "substantial employer") (as defined in section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount; or (o) there shall have occurred a complete or partial withdrawal from, or a default, within the meaning of section 4219(c)(5) of ERISA, with respect to one or more Multiemployer Plans which could cause the Guarantor or one or more of the members of the ERISA Group to incur a withdrawal liability in an involuntary case aggregate amount in excess of $500,000; or (p) any member of the ERISA Group shall (i) engage in any prohibited transaction described in section 406 of ERISA or section 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the Department of Labor and which shall result in a Material Adverse Effect; (ii) seek or permit to exist any accumulated funding deficiency (as defined in section 412 of the Code), whether or not waived, with respect to any Plan; (iii) fail to timely pay an amount or amounts aggregating in excess of $500,000 which it is required to pay to or with respect to any Multiemployer Plan and/or Benefit Arrangement; or (iv) amend a Plan resulting in an increase in current liability for the plan year such that security to such Plan is required under section 401(a)(29) of the Bankruptcy Code; or (7q) A judgment or judgments for the payment of money a Plan shall have Unfunded Liabilities in excess of $[10,000,000] (net of insurance proceeds) in 5,000,000 or the aggregate shall be rendered against of Unfunded Liabilities of all Plans (excluding in such computation any Plan with assets greater than benefit liabilities) exceeds $5,000,000; or (r) the Guarantor or any member of the ERISA Group shall incur any liability for (or have an obligation or commitment to provide) health benefits to any Person beyond such Person's retirement or other termination of service, other than coverage mandated by Title I, Subtitle B, Part 6 of ERISA, which coverage is fully paid by such Person; or (s) the occurrence of any Event of Default; then, the Guarantor agrees that, to the fullest extent permitted by law, as between the Guarantor, on the one hand, and any the Trustee and the Holders of the Bonds, on the other, (i) if such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare event is an Guarantor Event of Default may then have occurred and be continuingspecified in clauses (f), (ag), (h) or (i) of this Section 7.1, all of the Bond Obligations and the other Guaranteed Obligations shall thereupon be and become deemed to be automatically due and payable including all interest accrued thereon and the Make- Whole Amount, if any, with respect to each Bond, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Guarantor, notwithstanding any stay, injunction or other prohibition preventing the Bond Obligations and the other Guaranteed Obligations from becoming automatically due and payable and that, in the event that the Bond Obligations being deemed to have become automatically due and payable, the Bond Obligations and the other Guaranteed Obligations (whether or not due and payable by the Issuer or any other Person) shall forthwith become due and payable by the Guarantor for purposes of this clause (i), and (ii) if such event is any other Event of Default, the Trustee may and, upon the request of the Required Holders, shall by notice to the Guarantor, declare all of the Bond Obligations and the other Guaranteed Obligations to be, and all of the Bond Obligations and the other Guaranteed Obligations shall thereupon be and become, immediately due and payable as provided in Section 6.2 of the Indenture including all interest accrued thereon and the Make-Whole Amount, if any, with respect to each Bond for purposes of this Section 7.1, notwithstanding any stay, injunction or other prohibition preventing such declaration as against the Issuer or any other Person and that, in the event of a Guarantor Event of Default described in paragraph such declaration, the Bond Obligations and the other Guaranteed Obligations (Ewhether or not due and payable by the Issuer or any other Person) or (F) above, there shall forthwith become due and payable to HRP, and by the Guarantor shall immediately pay HRPunder this Guaranty without presentment, without demand, protest or other notice or demand of any kind whatsoeverkind, an amount in immediately available funds equal to the Default Amount, and (b) in the event all of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of which are hereby waived by the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guaranty.

Guarantor Events of Default. If one or more The occurrence of any of the following events (shall constitute a "“Guarantor Event of Default") shall have occurred” for purposes hereof: (1a) the Guarantor shall fail to make punctual payment of any amount payable hereunder as the same shall become due and payable; or (2) any Any representation or warranty of made by the Guarantor contained in this Guaranty, or by the Guarantor (or any statement or certificate furnished pursuant to any provision of its officers) in connection with this Guaranty or the AmendmentGuaranty, shall prove to have been false, incorrect or misleading in any material respect when made or so certified to; ormade; (3b) the The Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenantterm, covenant or agreement contained in Section 11(d), (h), (i)(iv), (i)(vi) or provision contained in, this Guaranty; or(j) or Section 12; (4c) The Guarantor shall fail to perform or observe any obligation term, covenant or agreement contained in Section 11(i) (other than clauses (iv) and (vi) thereof) if such failure shall remain unremedied for fifteen (15) Business Days after written notice thereof shall have been given to the Guarantor by the Bank; (d) The Guarantor shall fail to observe or perform any other term, covenant or agreement contained in this Guaranty on its part to be performed or observed if such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to the Guarantor by the Bank; (e) The Guarantor or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or, in the case of Hedge Agreements, net amount, of at least $75,000,000 in the aggregate (but excluding Debt outstanding under the Term Loan Agreement) of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid Subsidiary (as and the case may be) (the “Requisite Amount”), when the same becomes due and payablepayable (whether by scheduled maturity, required prepayment, acceleration, demand or there otherwise), and such failure shall continue after the later of five (5) Business Days and the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any such Debt aggregating the Requisite Amount shall be declared due and payable or any other breach or default with respect to any other material term shall occur and be continuing any default or shall exist under any instrument, agreement or evidence of indebtedness instrument relating to any such Indebtedness Debt aggregating the Requisite Amount and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of which such breach or default is to permit accelerate the holder or holders maturity of such instrumentDebt; or any such Debt aggregating the Requisite Amount shall be required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), agreement purchased or evidence defeased, in each case prior to the stated maturity thereof where the cause of indebtednesssuch prepayment, redemption, purchase or defeasance is the occurrence of an event or condition that is premised on a material adverse deterioration of the financial condition, results of operations or properties of the Guarantor or such Subsidiary; provided that with respect to Debt aggregating the Requisite Amount of the types described in clauses (h) or (i) of the definition of “Debt” and to the extent such Debt relates to the obligations of any Person other than a Subsidiary, no Guarantor Event of Default shall occur so long as the payment of such Debt is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained; (f) The Guarantor or any of its Subsidiaries (other than Immaterial Subsidiaries) shall generally not pay its respective debts as such debts become due, or a trustee, agent or other representative on behalf of such holder or holders, shall admit in writing its inability to cause such Indebtedness to become due prior to pay its stated maturity; or (5) the Guarantor shall apply for or consent to the appointment ofdebts generally, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Guarantor or any of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition Subsidiaries (other than Immaterial Subsidiaries) seeking to take advantage of any other law relating to bankruptcyadjudicate it as bankrupt or insolvent, insolvencyor seeking liquidation, winding up, reorganization, winding-uparrangement, adjustment, protection, relief, or composition of it or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor debts under any law relating to bankruptcy, insolvency, reorganization, winding-upinsolvency or reorganization or relief of debtors, or composition seeking the entry of an order for relief or adjustment the appointment of debtsa receiver, and trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 sixty (60) days; , or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Guarantor or any of its Subsidiaries (other than Immaterial Subsidiaries) shall be entered take any corporate action to authorize any of the actions set forth in an involuntary case this subsection (f) under the Bankruptcy Code; orany law relating to bankruptcy, insolvency or reorganization or relief of debtors; (7g) A Any judgment or judgments order for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate 100,000,000 shall be rendered against the Guarantor or any of its Subsidiaries (other than Immaterial Subsidiaries) and any such judgment shall remain undischarged, unvacated, unbonded or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within unstayed for a period of thirty (30) days from the entry thereofand enforcement proceedings shall have been commenced by any creditor upon such judgment or order; THENprovided, notwithstanding however, that no GranCare Event of Default may then have occurred and any such judgment or order shall not be continuing, (a) in the event of a Guarantor Event of Default described under this Section 13(g) if and for so long as and to the extent that (i) the amount of such judgment or order is covered (subject to standard deductibles) by a valid and binding policy of insurance between the defendant and the insurer or insurers covering payment thereof, (ii) such insurer shall be rated, or, if more than one insurer, at least 90% of such insurers as measured by the amount of risk insured shall be rated, at least “A-” by A.M. Best Company or its successor or its successors and (iii) such insurer(s) has been notified of, and has not refused to defend the claim made for payment of, the amount of such judgment or order; (i) Any Person or two or more Persons acting in paragraph concert shall have acquired beneficial ownership (Ewithin the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Guarantor (or other securities convertible into such Voting Stock) representing more than 50% of the combined voting power of all Voting Stock of the Guarantor; or (Fii) aboveduring any period of up to twenty-four (24) consecutive months, there shall become due and payable to HRPcommencing after the date of this Guaranty, and individuals who at the beginning of such 24-month period were directors of the Guarantor shall immediately pay HRP, without notice cease for any reason (other than solely as a result of (A) death or demand disability or (B) voluntary retirement or resignation of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) individual in the event ordinary course and not for reasons related to an actual or proposed change of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment control of the Guarantor's obligations hereunder. Such amounts ) to constitute a majority of the board of directors of the Guarantor; (i) The Guarantor or its ERISA Affiliates shall incur, or shall be applied by HRP reasonably likely to the payment and performance incur, liability that would have a Material Adverse Effect as a result of one or more of the obligations following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Guarantor hereunder as and when or its ERISA Affiliates from a Multiemployer Plan; or (iii) the same become due and payable in accordance with the provisions reorganization or termination of this Guaranty.a Multiemployer Plan;

Guarantor Events of Default. If one or more Each of the following events (will constitute a "“Guarantor Event of Default") shall have occurred”: (1i) the Guarantor shall fail fails to make punctual payment of pay any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of under this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable; (ii) the Guarantor fails to perform or observe any other term, covenant or there agreement contained in this Guaranty if such failure remains unremedied for 10 days after written notice thereof has been given to the Guarantor by Citigroup; (iii) any representation or warranty made or deemed made by the Guarantor herein proves to have been incorrect in any material respect when made; (iv) the Guarantor or any of its subsidiaries fails to pay any principal of or premium or interest on any indebtedness for borrowed money that is outstanding in a principal or notional amount of at least $15,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any other event shall occur and be continuing any default or condition exists under any instrument, agreement or evidence of indebtedness instrument relating to any such Indebtedness indebtedness and continues after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which such event or condition is to accelerate, or to permit the holder or holders acceleration of, the maturity of such instrument, agreement indebtedness; or evidence of indebtednessany such indebtedness is declared to be due and payable, or required to be prepaid or redeemed (other than by a trusteeregularly scheduled required prepayment or redemption), agent purchased or other representative on behalf of defeased, or an offer to prepay, redeem, purchase or defease such holder or holdersindebtedness is required to be made, to cause such Indebtedness to become due in each case prior to its the stated maturity; ormaturity thereof; (5v) the Guarantor shall apply for or consent to the appointment ofany of its subsidiaries is generally not paying its debts as such debts become due, or the taking of possession byadmits in writing its inability to pay such debts generally, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make makes a general assignment for the benefit of creditors; or any proceeding is instituted by or against the Guarantor or any of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition subsidiaries seeking to take advantage of any other law relating to bankruptcyadjudicate it a bankrupt or insolvent, insolvencyor seeking liquidation, winding up, reorganization, winding-uparrangement, adjustment, protection, relief, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-upinsolvency or reorganization or relief of debtors, or composition seeking the entry of an order for relief or adjustment the appointment of debtsa receiver, and trustee, custodian or other similar official for the Guarantor or any of its subsidiaries or for any substantial part of the Guarantor’s or such subsidiary’s property and, in the case of any such proceeding instituted against the Guarantor or case shall continue undismissedsuch subsidiary (but not instituted by the Guarantor or such subsidiary), either such proceeding remains undismissed or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 30 days; , or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against against, or the appointment of a receiver, trustee, custodian or other similar official) occurs; or the Guarantor shall be entered or any of its subsidiaries takes any corporate action to authorize any of the actions set forth above in an involuntary case under the Bankruptcy Code; orthis subsection (v); (7vi) A any judgment or judgments order for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be 15,000,000 is rendered against the Guarantor or any of its subsidiaries, which remains unsatisfied, and either (x) enforcement proceedings have been commenced by any creditor upon such judgment or order or (y) there is any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect ; provided, however, that any such judgment or judgments order shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare be an Event of Default may then have occurred under this Section 11 if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be continuingrated at least “A” by A.M. Best Company, has been notified of , and has not disputed the claim made for payment of, the amount of such judgment or order; and (avii) [Section intentionally omitted] (viii) the occurrence of an “Event of Default” under and as defined in the Credit Facilities Agreement dated December 3, 2004 (the “Soc Gen Agreement”) between Societe Generale and Business Object SA covering credit facilities in the maximum amount of 100,000,000 (EUR), or any event that would constitute an Event of Default under the Soc Gen Agreement upon the giving of notice or the lapse of time or both. Upon the occurrence and during the continuance of a Guarantor Event of Default described in paragraph (E) or (F) aboveand upon the demand of Citigroup made from time to time, there shall become due and payable to HRPthe Guarantor will purchase from, and pay Citigroup for, the Guarantor shall immediately pay HRP, without notice or demand of outstanding Obligations (including any kind whatsoever, an amount in immediately available funds contingent Obligations) at a purchase price equal to the Default Amountaggregate amount of the outstanding Obligations (including any contingent Obligations). Such purchase will be made not later than 12:00 noon two business days after the date of such demand for purchase, and in a place and currency as set forth in Section 7. The Guarantor hereby agrees that the purchase of the Obligations (bincluding any contingent Obligations) by it hereunder will be without recourse to or representation or warranty by Citigroup. The foregoing remedy is in the event of addition to any other Guarantor Event of Defaultrights and remedies otherwise available to Citigroup, upon notice from HRP specifying such Guarantor Event of Defaultincluding without limitation, there shall become due any rights and payable remedies available to HRP, and it under the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for documents or instruments evidencing the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this GuarantyObligations (including any contingent Obligations).

Guarantor Events of Default. If one or more of the The following events (each constitutes a "“Guarantor Event of Default") ” which shall have occurredalso be deemed to be an Event of Default under the Repurchase Agreement: (1a) the Guarantor shall fail to make punctual default in the payment of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant required to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, be paid by it under this Guaranty; or (4b) any obligation representation or warranty made by Guarantor in connection with this Guaranty or contained herein is inaccurate or incomplete in any material respect on or as of the Guarantor in respect of any Indebtedness date made or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same hereafter becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturityuntrue; or (5c) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting comply with any of the foregoingrequirements set forth in Section 4(i) (Financial Covenants); or (6d) a proceeding Guarantor shall fail to observe or case shall be commencedperform any other duty, without responsibility or obligation contained in the application or consent Transaction Documents (other than the other Guarantor Events of the Guarantor thereof Default identified elsewhere in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, this Section 11) and such proceeding failure to observe or case perform shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, unremedied for a period of 60 five (5) days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7e) A judgment any Act of Insolvency by or in respect of Guarantor occurs; or (f) Guarantor shall fail to (i) continue to be qualified as a REIT or (b) to continue to be entitled to a dividends paid deduction under the requirements of Section 857 of the IRC with respect to any dividends paid by it with respect to each taxable year for which it claims a deduction in its Form 1120-REIT filed with the IRS; or (g) one or more judgments for the payment or decrees are entered against Guarantor involving claims of money in excess of Ten Million Dollars ($[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor aggregate, not paid or not fully covered by insurance, and any all such judgment judgments or judgments shall decrees are not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof; THENor (h) there is a default under any agreement, notwithstanding if any, that no GranCare Event Guarantor or any of Default may then have occurred its Affiliates or Subsidiaries has with Chase or any of its Affiliates or Subsidiaries and be continuing, that relates to Debt to Chase or any of its Affiliates or Subsidiaries of One Million Dollars (a) in the event of a Guarantor Event of Default described in paragraph (E$1,000,000) or more; or (Fi) aboveGuarantor fails to pay when due any other Debt of Ten Million Dollars ($10,000,000) or more beyond any period of grace provided, or there shall become due and payable occurs any breach or default with respect to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event material term of any other Debt if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, Debt of Guarantor Event of DefaultTen Million Dollars ($10,000,000) or more to become or be declared due prior to its stated maturity (upon the giving or receiving of notice, upon notice from HRP specifying such lapse of time, both, or otherwise); or (j) any one or more events have occurred that have had a Material Adverse Effect; or (k) any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Guarantor, or shall have taken any action to displace the management of Guarantor Event or to curtail its authority in the conduct of Default, there shall become due and payable to HRPthe business of Guarantor, and the such action shall not have been discontinued or stayed within thirty (30) days; or (l) this Guaranty ceases to be in full force and effect, or Guarantor’s material obligations under this Guaranty shall cease to be in full force and effect, or Guarantor shall immediately pay HRPcontest the enforceability thereof; or (m) any Change in Control of Guarantor or Guarantor’s business shall have occurred without Chase’s prior consent or a material change in the management of Guarantor shall have occurred which has not been approved by Chase; or (n) the initiation of any investigation of Guarantor by any state or federal agency, an amount in immediately available funds equal that is reasonably likely to Default Amount. The amounts so paid have a material adverse effect on Guarantor’s ability to HRP shall be held as collateral for the payment of the Guarantor's perform its obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of under this Guaranty; or (o) any other event shall occur with respect to Guarantor that Chase determines, in its sole discretion, has had a Material Adverse Effect.

Guarantor Events of Default. If one or more of the following events (a "Guarantor Event of Default") shall have occurred: (1i) a CCA Event of Default shall have occurred and be continuing for more than three Business Days after notice by HRP to the Guarantor; (ii) the Guarantor shall fail to make punctual payment of any amount payable hereunder as the same shall become due and payable; or (2iii) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3iv) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty, and such breach shall continue for ten days after notice by HRP to the Guarantor; or (4) any obligation of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturity; or (5v) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6vi) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare irrespective of whether a CCA Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (Ev) or (Fvi) above, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's Obligations and the obligations of the Guarantor hereunder. Such amounts shall be applied by HRP to the payment and performance of the Obligations and the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guarantythereof and hereof.

Guarantor Events of Default. If Any one or more of the following events (shall constitute a "Guarantor Event of Default") shall have occurred: (1a) the Guarantor shall fail to make punctual default in making payment when due of any amount payable hereunder as the same shall become due and payable; orGuaranteed Obligation; (2b) breach by the Guarantor of any of the covenants set forth in Section 6(g) (which breach of such Section 6(g) shall not have been cured within 10 days) or Section 6(h) hereof; (c) default in the performance, or breach, of any covenant of the Guarantor in any Related Document (to the extent not otherwise addressed in this Section 7), the breach or non-performance of which is reasonably likely to have material and adverse effect on the Issuer, the Agent or any Noteholder and (where capable of remedy) continues for a period of 30 days after the earliest of (i) any Authorized Officer of the Guarantor, first acquiring knowledge thereof, (ii) the Agent’s giving written notice thereof to the Guarantor, or (iii) any Noteholder giving written notice thereof to the Guarantor and the Agent; (d) any representation or warranty of the Guarantor contained made in this Guaranty, or any statement or certificate furnished pursuant other Related Document shall prove to any provision of this Guaranty or the Amendment, shall have been false, be incorrect or misleading in any material respect as of the time when the same shall have been made which breach materially and adversely affects the interest of the Agent or so certified to; orany Noteholder; (3e) the Guarantor shall breach any entry of the provisions of, a decree or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation order for relief by a court having jurisdiction in respect of the Guarantor in respect any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Guarantor, or for any substantial part of its properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any Indebtedness such decree or order unstayed and in effect for a period of 60 consecutive days; (f) the commencement by the Guarantor of a voluntary case under any Contingent Obligation with an aggregate amount applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent by the Guarantor to the appointment of principal outstanding or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (whether or not dueother similar official) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereofany substantial part of their respective properties, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payablemaking by the Guarantor of any general assignment for the benefit of creditors, or there shall occur and be continuing the failure by the Guarantor generally to pay its debts as they become due, or the taking of any default under any instrument, agreement or evidence action by the Issuer in furtherance of indebtedness relating to any such Indebtedness action; and (g) if any judgment against the Guarantor or any attachment, execution, levy or restraining notice against its property in excess of $2,000,000 remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days or more; (h) a default by the Guarantor or any subsidiary of the Guarantor in the payment of any principal or interest on any indebtedness for borrowed money which, individually or in the aggregate, exceeds Two Million Dollars ($2,000,000) beyond the period of grace, if any, specified therefor in the applicable instrument evidencing such indebtedness; or the occurrence of any event or the existence of any condition, the effect of which is to cause or permit the holder or holders of such instrumentdebt more than Two Million Dollars ($2,000,000), agreement individually or evidence in the aggregate, of indebtedness, indebtedness for borrowed money of the Guarantor or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness any subsidiary thereof to become due prior to before its (or their) stated maturity; ormaturity date(s) or regularly scheduled dates of payments and such event or condition remains unremedied for more than sixty (60) days; (5i) if the validity or enforceability of this Guaranty or any other Guarantor Document is contested (by the Guarantor or any Affiliate thereof) or if Guarantor or party to any other Guarantor Document denies liability thereunder; (j) the Guarantor shall apply for fail to carry and maintain (or consent cause to be carried and maintained) liability insurance and, to the appointment ofextent such insurance is available on commercially reasonable terms, or physical loss and damage insurance with respect to the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, Containers for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within more than thirty (30) days from the entry thereof; THENearlier to occur of (A) an officer of Guarantor obtaining actual knowledge of such failure and (B) receipt of written notice by an officer of Guarantor of such failure; (k) a Change of Control shall occur with respect to the Guarantor, notwithstanding that no GranCare Event unless all of Default may then the following conditions are satisfied after giving effect to such Change of Control: (A) the provisions of Section 6(h) shall have occurred and be continuingbeen fully complied with, (aB) in no Manager Default (or event or condition which with the event giving of notice or the passage of time or both would become a Guarantor Event Manager Default) would otherwise occur after giving effect to such Change of Default described in paragraph (E) or (F) above, there shall become due and payable to HRPControl, and (C) after giving effect to such Change of Control, the Guarantor or any successor thereto (whether by merger, amalgamation or otherwise) has a consolidated Tangible Net Worth greater than or equal to the Guarantor’s consolidated Tangible Net Worth at the end of the fiscal quarter immediately preceding such Change of Control; or (l) the Guarantor shall immediately pay HRP, without notice or demand fail to maintain any of the following financial covenants as of the end of any kind whatsoever, fiscal quarter of the Guarantor: (A) a minimum consolidated Tangible Net Worth (as reflected in the most recently available financial statements of the Guarantor) of at least an amount in immediately available funds equal to the Default Amount, sum of (i) Forty-Five Million Dollars ($45,000,000) and (bii) the product of (x) fifty percent (50%) and (y) all consolidated net income (but not reduced for net losses), determined in the event of any other Guarantor Event of Defaultaccordance with GAAP, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder and its consolidated Subsidiaries for all periods commencing after December 31, 2002; (B) a minimum Debt Service Coverage of 1.25 to 1.00; (C) a maximum consolidated Tangible Net Worth Leverage Ratio of 4.50 to 1.00; or (D) a minimum EBIT Ratio (measured on a consolidated basis) of 1.10:1.00, as and when calculated on a rolling six-quarter basis, as of the same become due and payable in accordance with the provisions end of this Guarantyany fiscal quarter.

Guarantor Events of Default. If one or more of the The following events (each constitutes a "“Guarantor Event of Default") ” which shall have occurredalso be deemed to be an Event of Default under the Repurchase Agreement: (1a) the Guarantor shall fail to make punctual default in the payment of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant required to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, be paid by it under this Guaranty; or (4b) any obligation representation or warranty made by Guarantor in connection with this Guaranty or contained herein is inaccurate or incomplete in any material respect on or as of the Guarantor in respect of any Indebtedness date made or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same hereafter becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturityuntrue; or (c) Guarantor shall fail to observe or perform any duty, responsibility or obligation contained in the Transaction Documents (other than the other Guarantor Events of Default identified elsewhere in this Section 11) and such failure to observe or perform shall continue unremedied for a period of five (5) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoingdays; or (6d) a proceeding any Act of Insolvency by or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Codeoccurs; or (7e) A judgment one or more judgments for the payment of money in excess of $[10,000,000] (or decrees whose aggregate amount, net of any amounts paid or fully covered by independent third party insurance proceedsas to which the relevant insurance company does not dispute coverage, exceeds Thirty Million Dollars ($30,000,000) in the aggregate shall be rendered are entered against the Guarantor involving claims not paid or not fully covered by insurance and any all such judgment judgments or judgments shall decrees are not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof; THENor (f) there is a default under any agreement, notwithstanding if any, that no GranCare Event Guarantor or any of Default may then its Affiliates or Subsidiaries has with JPM Chase or any of its Affiliates or Subsidiaries in which the principal amount of Guarantor’s obligations exceeds Thirty Million Dollars ($30,000,000); or (g) Guarantor fails to pay when due any other Debt whose aggregate principal amount exceeds Thirty Million Dollars ($30,000,000) beyond any period of grace provided, or there occurs any event of default under such Debt, if the effect of such event of default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Debt of Guarantor to become or be declared due prior to its stated maturity (upon the giving or receiving of notice, lapse of time, both, or otherwise); or (h) any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Guarantor, and such action shall not have been discontinued or stayed within thirty (30) days; or (i) this Guaranty ceases to be in full force and effect, or Guarantor’s material obligations under this Guaranty shall cease to be in full force and effect, or Guarantor shall contest the enforceability thereof; or (j) the initiation of any investigation of Guarantor by any state or federal agency, that could reasonably be expected to have a material adverse effect on Guarantor’s ability to perform its obligations under this Guaranty; or (k) any other event or events have occurred and be continuing, (a) in the event of that have had a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this GuarantyMaterial Adverse Effect on Gxxxxxxxx.

Guarantor Events of Default. If one or more of the The following events (each constitutes a "“Guarantor Event of Default") ” which shall have occurredalso be deemed to be an Event of Default under the Repurchase Agreement: (1a) the Guarantor shall fail to make punctual default in the payment of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant required to any provision of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, be paid by it under this Guaranty; or (4b) any obligation representation or warranty made by Guarantor in connection with this Guaranty or contained herein is inaccurate or incomplete in any material respect on or as of the Guarantor in respect of any Indebtedness date made or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same hereafter becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturityuntrue; or (c) Guarantor shall fail to observe or perform any other duty, responsibility or obligation contained in the Transaction Documents (other than the other Guarantor Events of Default identified elsewhere in this Section 11) and such failure to observe or perform shall continue unremedied for a period of five (5) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoingdays; or (6d) a proceeding any Act of Insolvency by or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Codeoccurs; or (7e) A judgment one or more judgments for the payment or decrees are entered against Guarantor involving claims of money in excess of Ten Million Dollars ($[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor aggregate, not paid or not fully covered by insurance, and any all such judgment judgments or judgments shall decrees are not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof; THENor (f) there is a default under any agreement, notwithstanding if any, that no GranCare Event Guarantor or any of Default may then have occurred its Affiliates or Subsidiaries has with Chase or any of its Affiliates or Subsidiaries and be continuing, that relates to Debt to Chase or any of its Affiliates or Subsidiaries of One Million Dollars (a) in the event of a Guarantor Event of Default described in paragraph (E$1,000,000) or more; or (Fg) aboveGuarantor fails to pay when due any other Debt of Ten Million Dollars ($10,000,000) or more beyond any period of grace provided, or there shall become due and payable occurs any breach or default with respect to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event material term of any other Debt if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, Debt of Guarantor Event of DefaultTen Million Dollars ($10,000,000) or more to become or be declared due prior to its stated maturity (upon the giving or receiving of notice, upon notice from HRP specifying such lapse of time, both, or otherwise); or (h) any one or more events have occurred that have had a Material Adverse Effect; or (i) any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Guarantor, or shall have taken any action to displace the management of Guarantor Event or to curtail its authority in the conduct of Default, there shall become due and payable to HRPthe business of Guarantor, and the such action shall not have been discontinued or stayed within thirty (30) days; or (j) this Guaranty ceases to be in full force and effect, or Guarantor’s material obligations under this Guaranty shall cease to be in full force and effect, or Guarantor shall immediately pay HRPcontest the enforceability thereof; or (k) any Change in Control of Guarantor or Guarantor’s business shall have occurred without Chase’s prior consent or a material change in the management of Guarantor shall have occurred which has not been approved by Chase; or (l) the initiation of any investigation of Guarantor by any state or federal agency, an amount in immediately available funds equal that is reasonably likely to Default Amount. The amounts so paid have a material adverse effect on Guarantor’s ability to HRP shall be held as collateral for the payment of the Guarantor's perform its obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of under this Guaranty; or (m) any other event shall occur with respect to Guarantor that Chase determines, in its sole discretion, has had a Material Adverse Effect.

Guarantor Events of Default. If Any one or more of the following events (shall constitute a "Guarantor Event of Default") shall have occurred: (1a) the Guarantor shall fail to make punctual default in making payment when due of any amount payable hereunder as the same shall become due and payable; orGuaranteed Obligation; (2b) breach by the Guarantor of any of the covenants set forth in Section 6(g) (which breach of such Section 6(g) shall not have been cured within 10 days), Section 6(h) or Section 6(i) hereof; (c) default in the performance, or breach, of any covenant of the Guarantor in any Transaction Document, (to the extent not otherwise addressed in this Section 7) which breach materially and adversely affects the interest of the Agent or any Noteholder and continues for a period of 30 days after the earliest of (i) any Authorized Officer of the Guarantor, first acquiring knowledge thereof, (ii) the Agent's giving written notice thereof to the Guarantor, or (iii) any Noteholder giving written notice thereof to the Guarantor and the Agent; (d) any representation or warranty of the Guarantor contained made in this Guaranty, or any statement or certificate furnished pursuant other Transaction Document shall prove to any provision of this Guaranty or the Amendment, shall have been false, be incorrect or misleading in any material respect as of the time when the same shall have been made which breach materially and adversely affects the interest of the Agent or so certified to; orany Noteholder; (3e) the Guarantor shall breach any entry of the provisions of, a decree or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation order for relief by a court having jurisdiction in respect of the Guarantor in respect any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Guarantor, or for any substantial part of its properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any Indebtedness such decree or order unstayed and in effect for a period of 60 consecutive days; (f) the commencement by the Guarantor of a voluntary case under any Contingent Obligation with an aggregate amount applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent by the Guarantor to the appointment of principal outstanding or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (whether or not dueother similar official) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereofany substantial part of their respective properties, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payablemaking by the Guarantor of any general assignment for the benefit of creditors, or there the failure by the Guarantor generally to pay its debts as they become due, or the taking of any action by the Issuer in furtherance of any such action; and (g) if any judgment against the Guarantor or any attachment, execution, levy or restraining notice against its property in excess of $250,000 remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days; (h) if Guarantor shall occur and be continuing default (as principal or guarantor or other surety) in any payment of principal or interest on any material obligation for money borrowed other than the Obligations, or if any other default under any instrument, material agreement or evidence after expiration of indebtedness relating to any applicable grace period under which any such Indebtedness obligation is created or under any instrument securing or evidencing such obligation, if the effect of which such other default is to cause, or permit the holder or holders of such instrumentobligation to cause, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness obligation to become due prior to its stated maturity; or; (5i) if the Guarantor shall apply for validity or consent to the appointment of, enforceability of this Guaranty or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or Guarantor Document is contested (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like of by the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry Affiliate thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable if Guarantor or party to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this GuarantyDocument denies liability thereunder.

Guarantor Events of Default. If one or more any of the following events events, acts, occurrences or state of facts (herein called a "Guarantor Event of Default") shall have occurred:occur or exist (for any reason whatsoever, and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law pursuant to or in accordance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1a) The long-term Indebtedness of the Guarantor shall fail to make punctual be rated BBB- or lower by Standard & Poor's Corporation or Baa3 or lower by Moodx'x Xxxestors Service, Inc. or shall not be rated by either of such entities or, after the fifth anniversary date of the date hereof, the long-term Indebtedness of Guarantor shall be rated BBB or lower by Standard & Poor's Corporation or Baa2 or lower by Moodx'x Xxxestors Service, Inc. or shall not be rated by either of such agencies; (b) The Guarantor or any of its Material Subsidiaries, shall default in the payment when due, whether at stated maturity or otherwise, of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty Indebtedness for Money Borrowed of the Guarantor contained in this Guaranty, or any statement of its Material Subsidiaries, whether individually or certificate furnished pursuant in the aggregate, equal to or in excess of $40 million, whether such Indebtedness now exists or shall hereafter be created, and such default shall be uncured or unwaived after the expiration of all applicable grace periods with respect thereto; or breach or default by Guarantor or any of its Material Subsidiaries with respect to any provision other material term of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation of the Guarantor in respect evidence of any Indebtedness for Money Borrowed in excess of $40 million or of any Contingent Obligation with an aggregate amount of principal outstanding (whether loan agreement, mortgage, indenture or not due) exceeding $10,000,000 (but excludingother agreement relating thereto, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness if the effect of which such default or breach is to cause, or to permit the holder or holders of such instrument, agreement or evidence of indebtedness, (or a trustee, agent or other representative trustee on behalf of such holder or holders, ) of such Indebtedness for Money Borrowed to cause such Indebtedness for Money Borrowed to become or be declared due prior to its stated maturity; ormaturity (upon the giving or receiving of notice but after the expiration of all applicable grace periods with respect thereto) provided, however, that with respect to Indebtedness for Money Borrowed in respect of real property leases, no such breach or default shall be deemed to exist if the Guarantor or Material Subsidiary, as the case may be, is contesting in good faith the existence of such breach or default by appropriate means and if the existence of such breach or default, if determined adversely to Guarantor or the Material Subsidiary, as the case may be, would not have a material adverse effect on Guarantor and its Subsidiaries on a consolidated basis; (5c) The Guarantor or any of its Material Subsidiaries shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar law or seeking dissolution or reorganization or the Guarantor appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall apply for file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall consent to to, or acquiesce in the appointment of, or the taking of possession by, a receiver, custodiantrustee, trustee custodian or liquidator for a substantial portion of itself its property, assets or business, shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts or shall take any corporate action authorizing any of the foregoing; (d) Involuntary proceedings or an involuntary petition shall be commenced or filed against the Guarantor or any of its Material Subsidiaries under any bankruptcy, insolvency or similar law or seeking the dissolution or reorganization of it or the appointment of a receiver, trustee, custodian or liquidator for it or of all or a substantial part of its property, make assets or business, or any writ, judgment, warrant of attachment, execution or similar process shall be issued or levied against a general assignment for the benefit substantial part of its creditorsproperty, commence a voluntary assets or business, and such proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within sixty (60) days after commencement, filing or levy, as the case may be, or any order for relief shall be entered in any such proceeding; (e) This Agreement or the Guaranty shall cease for any reason to be in full force and effect or there shall exist any event of default or breach of any of Guarantor's representations or warranties, covenants or obligations under the Bankruptcy CodeGuaranty or the Guarantor shall disavow any of its obligations under the Guaranty; (f) Any Guarantor Restructuring shall occur, file other than a petition seeking Guarantor Restructuring in which: (i) the obligations of Guarantor under the Guaranty shall continue in full force and effect following such transaction, and (ii) the following additional conditions shall be met: (A) any transferee or pledgee of assets of Guarantor in or pursuant to take advantage such Guarantor Restructuring (a "transferee") shall become an additional guarantor of the Obligations hereunder pursuant to the terms of a written guaranty agreement in form and substance satisfactory to the Agent; (B) after giving effect to such Guarantor Restructuring, and all related transactions (including, without imitation, any other law relating to bankruptcyrelated financing), insolvencythe long term Indebtedness of the Transferee shall be rated BBB or above by Standard & Poor's Corporation and Baa2 or above by Moodx'x Investors Service, reorganization, winding-up, or composition or readjustment of debts, fail to controvert Inc.; and (C) this Agreement shall be amended in a timely manner satisfactory to the Agent to reflect the existence of such additional guarantor and appropriate mannerguaranty, or acquiesce including, without limitation, to provide that occurrences with respect to the Transferee similar to those set forth in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose clauses (a) through (g) of effecting any this Section 7.1 shall also be Guarantor Events of the foregoingDefault hereunder; or (6g) a proceeding The Guarantor shall directly or case shall be commencedindirectly create or otherwise cause or suffer to exist or become effective any limitation (except as required by applicable law or the Loan Agreement) on the ability of any of its Material Subsidiaries to (A) pay dividends or make any other distributions on its capital stock or any other interest or participation in, without or measured by, its profits owned by, or pay any Indebtedness owed to, the application Guarantor, or consent (B) make loans or advances to the Guarantor; then, and in any such event and at any time thereafter, the Agent may and, at the direction of the Guarantor thereof in any court of competent jurisdictionRequired Banks shall, seeking its liquidation, reorganization, dissolution take one or winding-up, or the composition or readjustment of its debts, the appointment of a trustee, receiver, custodian, liquidator or the like more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Guarantor, as agent for the Borrowers, declare the Total Commitment and each Project Commitment to be terminated whereupon the Total Commitment and each Project Commitment shall forthwith terminate, and/or (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Guarantor, as agent for the Borrowers, declare all sums then owing by such Borrower hereunder and under any Notes to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Guarantor or of all or any substantial part of its assetsand each Borrower, or similar relief in respect and/or (iii) require such Borrower to immediately cash collateralize with the Agent for the ratable benefit of the Guarantor under Banks all outstanding Letters of Credit or obtain replacement letters of credit for such Letters of Credit, all in form, substance and manner satisfactory to Agent. In cases of any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment occurrence of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default default described in paragraph clause (Ec) or (Fd) aboveof this Section 7.1, there the Notes, together with accrued interest thereon, shall become due and payable to HRPforthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of kind, all of which are expressly waived, any provision of this Agreement or the Guarantor Notes to the contrary notwithstanding and other amounts payable by any Borrower hereunder or under any Notes shall also become immediately pay HRP, due and payable all without notice or demand of any kind whatsoever, an amount kind. Anything in immediately available funds equal this Section 7.1 to the Default Amountcontrary notwithstanding, the Agent shall, at the request of the Required Banks, rescind and annul any acceleration of the Notes by written instrument filed with each Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Notes and all other sums payable under this Agreement and the Notes (except any principal and interest which has become due and payable solely by reason of such acceleration pursuant to this Section 7.1) shall have been duly paid in full, and (bB) in the event of any no other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there Default shall become due have occurred and payable be continuing which shall not have been waived pursuant to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this GuarantySection 9.1 hereof.

Guarantor Events of Default. If Any one or more of the following events (shall constitute a "Guarantor Event of Default") shall have occurred: (1a) the Guarantor shall fail to make punctual default in making payment when due of any amount payable hereunder as the same shall become due and payable; orGuaranteed Obligation; (2b) breach by the Guarantor of any of the covenants set forth in Section 6(g) (which breach of such Section 6(g) shall not have been cured within 10 days), Section 6(h) or Section 6(i) hereof; (c) default in the performance, or breach, of any covenant of the Guarantor in any Transaction Document, (to the extent not otherwise addressed in this Section 7) which breach materially and adversely affects the interest of the Agent or any Noteholder and continues for a period of 30 days after the earliest of (i) any Authorized Officer of the Guarantor, first acquiring knowledge thereof, (ii) the Agent's giving written notice thereof to the Guarantor, or (iii) any Noteholder giving written notice thereof to the Guarantor and the Agent; (d) any representation or warranty of the Guarantor contained made in this Guaranty, or any statement or certificate furnished pursuant other Transaction Document shall prove to any provision of this Guaranty or the Amendment, shall have been false, be incorrect or misleading in any material respect as of the time when the same shall have been made which breach materially and adversely affects the interest of the Agent or so certified to; orany Noteholder; (3e) the Guarantor shall breach any entry of the provisions of, a decree or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation order for relief by a court having jurisdiction in respect of the Guarantor in respect any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Guarantor, or for any substantial part of its properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any Indebtedness such decree or any Contingent Obligation with an aggregate amount order unstayed and in effect for a period of principal outstanding 60 consecutive days; (whether or not duef) exceeding $10,000,000 (but excluding, in any event, the obligations of commencement by the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereofof a voluntary case under any applicable Insolvency Law, or such Indebtedness other similar law now or Contingent Obligation shall not be paid as and when the same becomes due and payablehereafter in effect, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturity; or (5) consent by the Guarantor shall apply for or consent to the appointment of, of or the taking of possession by, by a receiver, liquidator, assignee, custodian, trustee or liquidator sequestrator (or other similar official) of itself the Guarantor or of all or a any substantial part of its propertytheir respective properties, make a or the making by the Guarantor of any general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the foregoing; or (6) a proceeding or case shall be commenced, without the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of failure by the Guarantor generally to pay its debtsdebts as they become due, the appointment of a trustee, receiver, custodian, liquidator or the like taking of any action by the Issuer in furtherance of any such action; and (g) if any judgment against the Guarantor or any attachment, execution, levy or restraining notice against its property in excess of all $1,000,000 remains unpaid, unstayed on appeal, undischarged, unbonded or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, undismissed for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guaranty.days;

Guarantor Events of Default. If one or more any of the following events events, acts, occurrences or state of facts (herein called a "Guarantor Event of Default") shall have occurred:occur or exist (for any resason whatsoever, and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law pursuant to or in accordance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1a) the Guarantor shall fail to make punctual payment comply with any of its covenants or agreements contained in the Guaranty and such failure shall continue unremedied beyond any amount payable hereunder as the same shall become due and payablecure or grace period set forth therein with respect thereto; or (2b) any representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to any provision of this Guaranty Agreement or the Amendment, shall have been false, incorrect Guaranty proves to be inaccurate or misleading untrue in any material respect when on or as of the date made or so certified todeemed made; or (3i) the The Guarantor shall breach fails to make any payment of principal or interest or fees under any of the provisions ofOther Credit Facilities when due after taking into account any applicable grace periods, or fail duly (ii) by reason of any action taken by the Guarantor with the intent and capacity promptly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) satisfy any obligation of the Guarantor in respect resulting therefrom, including, without limitation, the calling for payment by the Guarantor of any of its Indebtedness or the termination by the Guarantor of any Contingent Obligation of its Guaranty Obligations, any Indebtedness shall mature or be declared due and payable prior to its stated maturity and such Indebtedness shall remain unpaid for a period of two (2) Business Days thereafter, or (iii) the Guarantor fails to perform or observe any condition or covenant or any other event shall occur or condition exists (other than with respect to matters described under clause (ii) immediately preceding) relating to Indebtedness (other than Indebtedness under the Other Credit Facilities) having an aggregate principal amount (including undrawn committed or available amounts) of principal outstanding more than One Hundred Million Dollars (whether $100,000,000) if the effect of any such failure, event or not due) exceeding $10,000,000 (but excluding, in any event, the obligations of the Guarantor hereunder) shall condition is to cause such Indebtedness to be declared to be due and payable or shall otherwise become due and payable prior to the its stated maturity thereofmaturity, or such Indebtedness or Contingent Obligation shall not be paid as and when (iv) the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating Guarantor fails to pay any such other Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to in full at its stated maturity; or (5d) The occurrence of a Reportable Event with respect to the Guarantor shall apply which the PBGC deems grounds to terminate any employee pension benefit plan of the Guarantor or for or consent to the appointment ofof a trustee to administer such plan and such Reportable Event is not corrected and such determination by the PBGC is not revoked within thirty (30) days after notice thereof; or the institution of proceedings by the PBGC to terminate any such plan; or the appointment of a trustee to administer any such plan; or (e) A final judgment or judgments in excess of One Hundred Million Dollars ($100,000,000) shall be entered against the Guarantor by a court of record and not discharged in accordance with its terms or, within sixty (60) days from the date of entry thereof, stayed from execution and (within said period of sixty (60) days or such longer period during which execution of such judgment(s) shall have been stayed) appeal taken therefrom and execution thereof stayed during such appeal; or (f) The Guarantor (i) generally fails to pay, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce admits in writing toits inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any petition filed against it in an involuntary case under the Bankruptcy Code, Insolvency Proceeding with respect to itself; or take (iv) takes any corporate action for the purpose of effecting to effectuate or authorize any of the foregoing; or (6i) a proceeding Any involuntary Insolvency Proceeding is commenced or case shall be commenced, without filed against the application or consent of the Guarantor thereof in any court of competent jurisdiction, seeking its liquidation, reorganization, dissolution or winding-upGuarantor, or the composition any writ, judgment, warrant of attachment, execution or readjustment of its debtssimilar process, the appointment of is issued or levied against a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debtsGuarantor's properties, and any such proceeding or case shall continue undismissedpetition is not dismissed, or an ordersuch writ, judgment judgment, warrant of attachment, execution or decree approving similar process is not released, vacated or ordering fully bonded within 60 days after commencement, filing or levy; (ii) the Guarantor admits the material allegations of a petition against it in any of the foregoing shall be entered and continue unstayed and in effectInsolvency Proceeding, for a period of 60 days; or an order for relief against is entered in any Insolvency Proceeding; or (iii) the Guarantor acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its business. (h) The Guaranty shall cease for any reason to be entered in an involuntary case full force and effect or Guarantor shall disavow any of its obligations under the Bankruptcy CodeGuaranty; or then, and in any such event and at any time thereafter, the Documentation Agent may and, at the direction of the Required Banks shall, take one or more of the following actions: (7i) A judgment by written or judgments oral or telephonic notice in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Guarantor, as agent for the payment of money in excess of $[10,000,000] Borrowers, declare the Total Commitment and each Project Commitment to be terminated whereupon the Total Commitment and each Project Commitment shall forthwith terminate, and/or (net of insurance proceedsii) by written or oral or telephonic notice (in the aggregate case of oral or telephonic notice confirmed in writing immediately thereafter) to each Borrower declare all sums then owing by such Borrower hereunder and under any Notes to be forthwith due and payable, whereupon all such sums shall become and be rendered against immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by each Borrower. In cases of any occurrence of any event of default described in clause (f) or (g) of this Section 7.1, the Guarantor Commitments shall terminate and the Loans and the Notes, together with accrued interest thereon, shall automatically become due and payable forthwith without the requirement of any such judgment acceleration or judgments request, and without presentment, demand, protest or other notice of kind, all of which are expressly waived, any provision of this Agreement or the Notes to the contrary notwithstanding and all other amounts payable by any Borrower hereunder or under any Notes shall also become immediately due and payable all without notice of any kind. Anything in this Section 7.1 to the contrary notwithstanding, the Documentation Agent shall, at the request of the Required Banks rescind and annul any acceleration of the Notes by written instrument filed with each Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Notes and all other sums payable under this Agreement and the Notes (except any principal and interest which has become due and payable solely by reason of such acceleration pursuant to this Section 7.1) shall have been duly paid in full, and (B) no other Guarantor Event of Default shall have occurred and be continuing which shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred and be continuing, (a) in the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable waived pursuant to HRP, and the Guarantor shall immediately pay HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this GuarantySection 9.1 hereof.

Guarantor Events of Default. If one or more any of the following events events, acts, occurrences or state of facts (herein called a "Guarantor Event of Default") shall have occurred:occur or exist (for any reason whatsoever, and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law pursuant to or in accordance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1a) Indebtedness of the Guarantor shall fail to make punctual be rated BBB- or lower by Standard & Poor's Corporation or Baa3 or lower by Moodx'x Xxxestors Service, Inc. or shall not be rated by either of such entities; (b) The Guarantor or any of its Material Subsidiaries, shall default in the payment when due, whether at stated maturity or otherwise, of any amount payable hereunder as the same shall become due and payable; or (2) any representation or warranty Indebtedness for Money Borrowed of the Guarantor contained in this Guaranty, or any statement of its Material Subsidiaries, whether individually or certificate furnished pursuant in the aggregate, equal to or in excess of $40 million, whether such Indebtedness now exists or shall hereafter be created, and such default shall be uncured or unwaived after the expiration of all applicable grace periods with respect thereto; or breach or default by Guarantor or any of its Material Subsidiaries with respect to any provision other material term of this Guaranty or the Amendment, shall have been false, incorrect or misleading in any material respect when made or so certified to; or (3) the Guarantor shall breach any of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (4) any obligation of the Guarantor in respect evidence of any Indebtedness for Money Borrowed in excess of $40 million or of any Contingent Obligation with an aggregate amount of principal outstanding (whether loan agreement, mortgage, indenture or not due) exceeding $10,000,000 (but excludingother agreement relating thereto, in any event, the obligations of the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of indebtedness relating to any such Indebtedness if the effect of which such default or breach is to cause, or to permit the holder or holders of such instrument, agreement or evidence of indebtedness, (or a trustee, agent or other representative trustee on behalf of such holder or holders, ) of such Indebtedness for Money Borrowed to cause such Indebtedness for Money Borrowed to become or be declared due prior to its stated maturity; ormaturity (upon the giving or receiving of notice but after the expiration of all applicable grace periods with respect thereto) provided, however, that with respect to Indebtedness for Money Borrowed in respect of real property leases, no such breach or default shall be deemed to exist if the Guarantor or Material Subsidiary, as the case may be, is contesting in good faith the existence of such breach or default by appropriate means and if the existence of such breach or default, if determined adversely to Guarantor or the Material Subsidiary, as the case may be, would not have a material adverse effect on Guarantor and its Subsidiaries on a consolidated basis; (5c) The Guarantor or any of its Material Subsidiaries shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar law or seeking dissolution or reorganization or the Guarantor appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall apply for file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall consent to to, or acquiesce in the appointment of, or the taking of possession by, a receiver, custodiantrustee, trustee custodian or liquidator for a substantial portion of itself its property, assets or business, shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts or shall take any corporate action authorizing any of the foregoing; (d) Involuntary proceedings or an involuntary petition shall be commenced or filed against the Guarantor or any of its Material Subsidiaries under any bankruptcy, insolvency or similar law or seeking the dissolution or reorganization of it or the appointment of a receiver, trustee, custodian or liquidator for it or of all or a substantial part of its property, make assets or business, or any writ, judgment, warrant of attachment, execution or similar process shall be issued or levied against a general assignment for the benefit substantial part of its creditorsproperty, commence a voluntary assets or business, and such proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within sixty (60) days after commencement, filing or levy, as the case may be, or any order for relief shall be entered in any such proceeding; (e) This Agreement or the Guaranty shall cease for any reason to be in full force and effect or there shall exist any event of default or breach of any of Guarantor's representations or warranties, covenants or obligations under the Bankruptcy CodeGuaranty or the Guarantor shall disavow any of its obligations under the Guaranty; (f) Any Guarantor Restructuring shall occur, file other than a petition seeking Guarantor Restructuring in which: (i) the obligations of Guarantor under the Guaranty shall continue in full force and effect following such transaction, and (ii) the following additional conditions shall be met: (A) any transferee or pledgee of assets of Guarantor in or pursuant to take advantage such Guarantor Restructuring (a "Transferee") shall become an additional guarantor of the Obligations hereunder pursuant to the terms of a written guaranty agreement in form and substance satisfactory to the Managing Agent; (B) after giving effect to such Guarantor Restructuring, and all related transactions (including, without limitation, any other law relating to bankruptcyrelated financing), insolvencythe long term Indebtedness of the Transferee shall be rated BBB or above by Standard & Poor's Corporation and Baa2 or above by Moodx'x Xxxestors Service, reorganization, winding-up, or composition or readjustment of debts, fail to controvert Inc.; and (C) this Agreement shall be amended in a timely manner satisfactory to the Managing Agent to reflect the existence of such additional guarantor and appropriate mannerguaranty, or acquiesce including, without limitation, to provide that occurrences with respect to the Transferee similar to those set forth in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose clauses (a) through (g) of effecting any this Section 7.1 shall also be Guarantor Events of the foregoingDefault hereunder; or (6g) a proceeding The Guarantor shall directly or case shall be commenced, without indirectly create or otherwise cause or suffer to exist or become effective any limitation (except as required by applicable law or the application Loan Agreement) on the ability of any of its Material Subsidiaries to (A) pay dividends or consent of the Guarantor thereof in make any court of competent jurisdiction, seeking other distributions on its liquidation, reorganization, dissolution capital stock or winding-upany other interest or participation in, or the composition measured by, its profits owned by, or readjustment of its debtspay any Indebtedness owed to, the appointment of a trustee, receiver, custodian, liquidator or the like of the Guarantor or of all (B) make loans or advances to the Guarantor; then, and in any substantial part of its assetssuch event and at any time thereafter, or similar relief in respect the Managing Agent may and, at the direction of the Guarantor Required Banks shall, take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Guarantor, as agent for the Borrowers, declare the Total Commitment and each Project Commitment to be terminated whereupon the Total Commitment and each Project Commitment shall forthwith terminate, and/or (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to each Borrower declare all sums then owing by such Borrower hereunder and under any law relating Notes to bankruptcybe forthwith due and payable, insolvency, reorganization, winding-up, or composition or adjustment of debts, and whereupon all such proceeding or case sums shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or an order for relief against the Guarantor shall be entered in an involuntary case under the Bankruptcy Code; or (7) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred become and be continuingimmediately due and payable without presentment, (a) in the demand, protest or notice of any kind, all of which are hereby expressly waived by each Borrower. In cases of any occurrence of any event of a Guarantor Event of Default default described in paragraph clause (Ec) or (Fd) aboveof this Section 7.1, there the Notes, together with accrued interest thereon, shall become due and payable to HRPforthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of kind, all of which are expressly waived, any provision of this Agreement or the Guarantor Notes to the contrary notwithstanding and other amounts payable by any Borrower hereunder or under any Notes shall also become immediately pay HRP, due and payable all without notice or demand of any kind whatsoever, an amount kind. Anything in immediately available funds equal this Section 7.1 to the Default Amountcontrary notwithstanding, the Managing Agent shall, at the request of the Required Banks, rescind and annul any acceleration of the Notes by written instrument filed with each Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Notes and all other sums payable under this Agreement and the Notes (except any principal and interest which has become due and payable solely by reason of such acceleration pursuant to this Section 7.1) shall have been duly paid in full, and (bB) in the event of any no other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there Default shall become due have occurred and payable be continuing which shall not have been waived pursuant to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as collateral for the payment of the Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this GuarantySection 9.1 hereof.