EXHIBIT 10.16
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") is
entered into as of August 19, 2003, by and among SUMMIT CARE CORPORATION, a
California corporation ("SUMMIT"), SHG PROPERTY RESOURCES, LLC, a Delaware
limited liability company ("REH"), SHG INVESTMENTS, LLC, a Delaware limited
liability company ("DE 23", and, collectively with REH, "BORROWER"), SKILLED
HEALTHCARE, LLC, a Delaware limited liability company ("SH") and SUMMIT CARE
TEXAS, L.P., a Texas limited partnership ("SCTX"), SUMMIT CARE TEXAS MANAGEMENT,
LLC, a Delaware limited liability company ("SCTM" and, together with Summit,
REH, DE 23, SH and SCTX, collectively, "PLEDGOR") and CAPITALSOURCE FINANCE LLC
a Delaware limited liability company, as administrative agent and collateral
agent for the lenders under the Loan Agreement (as defined below) (in such
capacity as Agent, with its successors and assigns "SECURED PARTY").
WHEREAS, Borrower has requested that Fortress Credit
Opportunities I, L.P., Highbridge/Xxxxx Special Opportunities Fund, L.P. and
CapitalSource Finance LLC (together with their successors and assigns,
collectively referred to herein as "LENDER"), make a loan to Borrower in the
aggregate principal amount of $23,000,000.00 (the "LOAN"), as evidenced by those
certain Mezzanine Promissory Notes, each dated as of the date hereof (as the
same may be amended, restated, replaced, supplemented, increased, extended,
consolidated or otherwise modified from time to time, collectively, the "NOTE");
WHEREAS, as a condition precedent to the obligation of Secured
Party to make the Loan to Borrower, Pledgor is required, and has agreed, to
enter into and deliver this Agreement and to pledge to Secured Party, and grant
a security interest in, the Pledged Collateral (as hereinafter defined) as
security for Pledgor's obligations under the Loan Agreement; and
WHEREAS, Secured Party is willing to execute, deliver and
perform under the Loan Agreement only upon, among others, the condition that
Pledgor executes and delivers to Secured Party this Agreement and agrees to
perform and to comply with its obligations under this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, and as an inducement for Secured
Party to enter into the Loan Agreement and the other Loan documents, the parties
hereto, intending to be legally bound hereby, do agree as follows:
1. DEFINITIONS AND REFERENCES
1.1. DEFINED TERMS
As used in this Agreement, the following terms shall have the
meanings specified in this Section 1.1:
"AGREEMENT" shall be defined to mean this Pledge and Security
Agreement as the same may amended, restated, replaced, supplemented, extended,
consolidated or otherwise modified from time to time.
"CODE" means the Uniform Commercial Code from time to time in
effect in the State of New York and the State of Delaware.
"DE 1-21" means, collectively, the entities set forth on
Schedule A hereto.
"DE 23" has the meaning ascribed to such term in the Recitals.
"DE 23 PLEDGED ENTITY INTERESTS" means all of the membership
and limited partnership interests of DE 23 in (i) DE 1-21 and (ii) NTLP 1-21,
each as listed on Schedule 1 hereto.
"DE 24-32" shall mean, collectively, the entities set forth on
Schedule B hereto.
"LOAN" has the meaning ascribed to such term in the Recitals.
"LOAN AGREEMENT" means the Mezzanine Loan Agreement, dated as
of the date hereof, between Borrower, Mezzanine Lender and Secured Party as
administrative and collateral agent for Mezzanine Lender.
"MATERIAL ADVERSE EFFECT" or "MATERIAL ADVERSE CHANGE" shall
mean any event, condition or circumstance or set of events, conditions or
circumstances or any change(s) which (i) has, had or could reasonably be
expected to have any material adverse effect upon or change in the validity or
enforceability of any Loan Document, (ii) has been or could reasonably be
expected to be material and adverse to the value of the Pledged Collateral or to
the business, operations, prospects, properties, assets, liabilities or
condition of Borrower and the Guarantor taken as a whole, or (iii) has
materially impaired or could reasonably be expected to materially impair the
ability of any Borrower or Guarantor to perform the obligations or to consummate
the transactions under the Loan Documents executed by such Person.
"NEW YORK COURT" and "NEW YORK COURTS" have the meanings
ascribed to such terms in Section 6.7 hereof.
"NOTE" has the meaning ascribed to such term in the Recitals.
"NTLP 1-21" shall mean, collectively, the entities set forth
on Schedule C hereto.
"PLEDGED COLLATERAL" shall mean, collectively and each
individually, (i) Pledged Entity Interests (and the certificates, copies of
which are attached hereto, representing such shares, membership or partnership
interests and other equity securities and ownership interests); (ii) all other
equity, membership or partnership interest certificates, options or rights of
any nature whatsoever which may be issued or granted to Pledgor while this
Agreement is in effect, other than those relating to any Subsidiary of Pledgor
which is in existence as of the date first written above but whose equity,
membership or partnership interest is not included as Pledged Entity Interests;
and (iii) any and all replacements, products and Proceeds of, and dividends,
distributions in property, returns of capital or other distributions made on or
with respect to, any of the foregoing shares and other equity securities and
ownership interests.
"PLEDGED ENTITY INTERESTS" means, collectively, the DE 23
Pledged Entity Interests, REH Pledged Entity Interests, SCTX Pledged Entity
Interests, SH Pledged Entity Interests, the SCTM Pledged Entity Interests and
the Summit Pledged Entity Interests.
"PROCEEDS" means all "proceeds" as such term is defined in
Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of
New York on the date hereof and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Collateral,
collections thereon or distributions with respect thereto.
"QUALIFIED COURT" and "QUALIFIED COURTS" have the meanings
ascribed to such terms in Section 6.7 hereof.
"REH" has the meaning ascribed to such term in the Recitals.
"REH PLEDGED ENTITY INTERESTS" means all of the membership or
limited partnership interests of REH in (i) DE 24-32 as listed on Schedule 1
hereto, (ii) Texas Secured Resources, LLC, a Delaware limited liability company
(iii) California Secured Resources, LLC, a Delaware limited liability
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company, (iv) Secured Resource Management GP, LLC, a Delaware limited liability
company, and (v) RPLP.
"RPLP" means SHG Secured Resources, LP, a Delaware limited
partnership.
"SCTM" has the meaning ascribed to such term in the Recitals.
"SCTM PLEDGED ENTITY INTERESTS" means all of the the general
partnership interests of SCTM in SCTX.
"SCTX" has the meaning ascribed to such term in the Recitals.
"SCTX PLEDGED ENTITY INTERESTS" means all of the membership or
limited partnership interests of SCTX in DE 23.
"SH" has the meaning ascribed to such term in the Recitals.
"SH PLEDGED ENTITY INTERESTS" means all of the % membership
interests of SH in Skilled Healthcare II, LLC, a Delaware limited liability
company.
"SECURED OBLIGATIONS" shall have the meaning ascribed to such
term in Section 2(a) hereof.
"SUMMIT" has the meaning ascribed to such term in the
Recitals.
"SUMMIT PLEDGED ENTITY INTERESTS" means all of the membership
or limited partnership interests of Summit in (i) REH, (ii) SCTX and (iii) SCTM.
GENERAL TERMS
All capitalized terms used in this Agreement and not defined
herein shall have the meanings given them in the Loan Agreement. Unless
otherwise specified, as used in this Agreement or in any certificate, report,
instrument or other document made or delivered pursuant to this Agreement, all
accounting terms not defined in this Agreement or in the Loan Agreement shall
have the meanings given to such terms in and shall be interpreted in accordance
with GAAP.
2. PLEDGE OF COLLATERAL
(a) As security for the due and punctual payment when due
(whether as the stated maturity, by acceleration or otherwise) of the Debt and
the performance by Pledgor, applicable, of all obligations to Secured Party
under the Loan Agreement, this Agreement and the other Loan Documents
(collectively, the "SECURED OBLIGATIONS"), Pledgor hereby (i) pledges and
assigns to Secured Party all of the Pledged Collateral and all of its right,
title and interest in and to the Pledged Collateral, and (ii) grants to Secured
Party a continuing security interest in and lien upon the Pledged Collateral.
(b) Simultaneously with the execution of this Agreement,
Pledgor shall deliver to Secured Party all certificates representing the Pledged
Collateral described in clause (i) of the definition of Pledged Collateral, and
will deliver to Secured Party all certificates representing the Pledged
Collateral described in clauses (ii) and (iii) of the definition of Pledged
Collateral within five (5) Business Days after Pledgor's acquisition of such
equity, membership or partnership interest or other items. Each such certificate
shall be registered in the name of Pledgor, duly endorsed in blank or
accompanied by a stock power or membership power duly executed by Pledgor in
blank, in form and substance reasonably satisfactory to Secured Party, as
applicable, with any and all documentary tax stamps and other documents
necessary to cause Secured Party to have a good, valid and perfected continuing
first priority
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pledge of, lien on and security interest in the Pledged Collateral, free and
clear of any other Lien, including without limitation notations, if any, which
are required in the corporate or other records books of Pledgor or the entity in
which such shares, equity securities or ownership interests evidence an
ownership stake in order to perfect Secured Party's lien in the Pledged
Collateral. At any time following the occurrence and during the continuation of
an Event of Default, any or all of the Pledged Collateral, at the option of
Secured Party exercised in accordance with Section 3 hereof, may be registered
in the name of Secured Party or of its nominee, and Pledgor hereby covenants
that, upon demand therefor by Secured Party, Pledgor shall or shall cause the
entity in which such shares, equity securities or ownership interests evidence
an ownership stake to effect such registration.
(c) Secured Party hereby confirms receipt of the
certificates representing the Pledged Collateral described in clause (i) of the
definition of Pledged Collateral and agrees to hold the Pledged Collateral in
accordance with the terms of this Agreement.
(d) In addition to and notwithstanding any other
provision of this Agreement, Secured Party, in its sole discretion, shall have
the right, at any time that Pledgor fails to do so, without prior notice to
Pledgor, to: (i) pay for the performance of any of the Pledgor's obligations
hereunder which Pledgor has not performed; (ii) discharge taxes, liens, security
interests, or other encumbrances at any time levied or placed on any of the
Pledged Collateral in violation of this Agreement unless Pledgor is in good
faith with due diligence by appropriate proceedings contesting those items; and
(iii) pay for the maintenance and preservation of any of the Pledged Collateral.
Such expenses and advances shall be added to the Secured Obligations until
reimbursed to Secured Party and shall be secured by the Pledged Collateral. Any
such payments and advances by Secured Party shall not be construed as a waiver
by Secured Party of an Event of Default or any other rights, remedies or powers
of Secured Party hereunder or otherwise.
(e) Pledgor hereby authorizes to Secured Party to file
such financing statements and continuation statements and hereby agrees that
within five (5) Business Days of any request by Secured Party, at Pledgor's cost
and expense, it will duly execute and deliver to Secured Party such assignments,
certificates and/or such other agreements, instructions or documents as Secured
Party may reasonably request to enable Secured Party to create, maintain and
perfect or from time to time renew the security interests granted hereby or to
create, maintain and perfect a security interest in any additional Pledged
Collateral hereafter acquired by Pledgor or in any and all additions to and/or
replacements, products and proceeds of any of the foregoing, all in form and
substance reasonably satisfactory to Secured Party. Pledgor will pay all costs
associated therewith, including without limitation, the cost of filing any of
the foregoing in all public offices or other locations wherever Secured Party
reasonably deems filing to be necessary or desirable. Pledgor irrevocably grants
Secured Party the right, at Secured Party's option, to file any or all of the
foregoing pursuant to the Code and otherwise, and Pledgor irrevocably appoints
Secured Party as Pledgor's attorney in fact to execute any of the foregoing in
Pledgor's name and to perform all other acts that Secured Party reasonably deems
appropriate to perfect and continue the security interests granted pursuant to
this Agreement.
(f) No injury to, or loss or destruction of, the Pledged
Collateral or any Material Adverse Effect or Material Adverse Change shall
relieve Pledgor of any of the Secured Obligations.
3. VOTING RIGHTS, DIVIDENDS AND DISTRIBUTIONS
So long as no Event of Default shall have occurred and be
continuing or would result from or be caused by any of the following:
(a) Pledgor shall be entitled to exercise any and all
voting and/or consensual rights and powers relating or pertaining to the Pledged
Collateral or any part thereof, subject to the terms hereof;
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(b) Pledgor shall be entitled to receive and retain
dividends payable on the Pledged Collateral; provided, however, that all
dividends (other than cash dividends) (including, without limitation, stock and
liquidating dividends), distributions in property and other distributions made
on or in respect of the Pledged Collateral, (i) whether resulting from a
subdivision, combination or reclassification of the outstanding capital stock,
equity securities or other ownership interests of Pledgor, any Guarantor, any
Subsidiary of Pledgor or any other Person, or (ii) received in exchange for the
Pledged Collateral or any part thereof or as a result of any merger,
consolidation, acquisition, transfer, sale or disposition of the Pledged
Collateral or other exchange of assets to which Pledgor, any Guarantor, any
Subsidiary of Pledgor or any other Person may be a party or otherwise, and any
and all property (other than cash) received in exchange for or redemption of any
of the Pledged Collateral, shall be retained by Secured Party, or, if delivered
to Pledgor, shall be held in trust for the benefit of Secured Party and
forthwith delivered to Secured Party and shall be considered as part of the
Pledged Collateral for all purposes of this Agreement;
(c) Secured Party shall execute and deliver (or cause to
be executed and delivered) to Pledgor all such proxies, powers of attorney,
dividend orders and other instruments as Pledgor may reasonably request for the
purpose of enabling Pledgor to exercise the voting and/or consensual rights and
powers that Pledgor is entitled to exercise pursuant to Section 3(a) and/or to
receive the dividends that Pledgor is authorized to receive and retain pursuant
to Section 3(b); and Pledgor shall execute and deliver to Secured Party all
proxies, powers of attorney, dividend orders and other instruments and documents
as may be required or may be reasonably requested by Secured Party to enable
Secured Party to receive and retain the dividends, distributions in property and
other distributions it is authorized to receive and retain pursuant to Section
3(b); and
(d) After the occurrence and during the continuation of
an Event of Default, all rights of Pledgor to exercise the voting and/or
consensual rights and powers that Pledgor is entitled to exercise pursuant to
Section 3(a) and/or to receive the dividends that Pledgor is authorized to
receive and retain pursuant to Section 3(b) shall cease immediately, without any
prior notice to Pledgor or action by or on behalf of Secured Party or any other
Person, and all such rights thereupon shall become vested in Secured Party
automatically without any action by any Person, and Secured Party shall have the
sole and exclusive right and authority to exercise such voting and/or consensual
rights and powers and/or to receive and retain such dividends, provided, that
Secured Party shall give reasonable notice to Pledgor following the occurrence
of such rights becoming vested in Secured Party. In such case, Pledgor shall
execute and deliver such proxies, powers of attorney, dividend orders and other
instruments and documents as Secured Party may reasonably request to enable
Secured Party to exercise such rights and receive such dividends. In addition,
Secured Party is hereby appointed the attorney-in-fact of Pledgor, with full
power of substitution, which appointment as attorney-in-fact is irrevocable and
coupled with an interest, to take all such actions after the occurrence and
during the continuation of an Event of Default, whether in the name of Secured
Party or Pledgor, as Secured Party may reasonably consider necessary or
desirable for the purpose of exercising such rights and receiving such
dividends. Any and all money and other property paid over to or received by
Secured Party pursuant to the provisions of this Section 3(d) shall be retained
by Secured Party as part of the Pledged Collateral and shall be applied in
accordance with the provisions hereof.
4. REMEDIES ON DEFAULT
(a) Notwithstanding and without limiting any other
provision of this Agreement or any of the Loan Documents, if at any time an
Event of Default shall have occurred and be continuing, then, in addition to
having the right to exercise any right or remedy of a secured party upon default
under the Code or applicable law or at equity, Secured Party may, to the extent
permitted by law, without being required to give any notice to Pledgor or to
take or do any action (except as provided below):
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(i) apply any cash held by it hereunder in the
manner provided in Section 4(k); and
(ii) if there shall be no such cash or if the
cash so applied shall be insufficient to pay in full the items specified in
Section 4(k)(i) and 4(k)(ii), collect, receive, appropriate and realize upon the
Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract
to sell or otherwise dispose of and deliver the Pledged Collateral or any part
thereof, in its entirety or in portions, at public or private sale or at any
broker's board, on any securities exchange or at any of Secured Party's places
of business or elsewhere, for cash, upon credit or for future delivery, and at
such price or prices as Secured Party may reasonably deem best, and Secured
Party may (except as otherwise provided by law) be the purchaser of any or all
of the Pledged Collateral so sold and thereafter may hold the same, absolutely,
free from any right or claim of whatsoever kind.
(b) In the event of a sale as aforesaid, Secured Party
may, at any such sale, restrict the number of prospective bidders or purchasers
and/or further restrict such prospective bidders or purchasers to Persons who
will represent and agree that they are purchasing for their own account, for
investment and not with a view to the distribution or resale of the Pledged
Collateral, and may otherwise require that such sale be conducted subject to
restrictions as to such other matters as Secured Party may reasonably deem
necessary in order that such sale may be effected in such manner as to comply
with all applicable state and federal securities and other laws. Upon any such
sale, Secured Party shall have the right to deliver, assign and transfer the
Pledged Collateral so sold to the purchaser thereof.
(c) Pledgor hereby acknowledges that, notwithstanding
that a higher price might be obtained for the Pledged Collateral at a public
sale than at a private sale or sales, the making of a public sale of the Pledged
Collateral may be subject to registration requirements under applicable
securities laws and other legal restrictions, compliance with which would make a
public sale of the Pledged Collateral impractical. Accordingly, so long as any
such sale is conducted in a commercially reasonable manner, Pledgor hereby
agrees that private sales made by Secured Party in good faith in accordance with
the provisions of this Article 4 may be at prices and on other terms less
favorable to the seller than if the Pledged Collateral were sold at a public
sale, and that Secured Party shall not have any obligation to take any steps in
order to permit the Pledged Collateral to be sold at a public sale.
(d) Each purchaser at any such sale shall hold the
property sold, absolutely free from any claim or right whatsoever, including
any equity or right of redemption of Pledgor, and to the extent permitted by
law, Pledgor hereby specifically waives all rights of redemption, stay or
appraisal and other rights that Pledgor has or may have under any law,
regulation or statute now existing or hereafter adopted or otherwise. Secured
Party shall give Pledgor not less than ten (10) calendar days' written notice of
its intention to make any such public or private sale. Such notice, in case of a
public sale, shall state the time and place fixed for such sale, and, in case of
a sale at broker's board, on a securities exchange, at one or more of Secured
Party's places of business or elsewhere, shall state the board, exchange or
other location at which such sale is to be made and the day on which the Pledged
Collateral, or that portion thereof so being sold, will first be offered for
sale at such location. Such notice, in case of a private sale, shall state only
the date on or after which such sale may be made and, if known, the location of
such sale. Any such notice given as aforesaid shall be deemed to be reasonable
notification.
(e) Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as Secured
Party may fix in the notice of such sale. At any sale the Pledged Collateral may
be sold in one lot as an entirety or in parts, as Secured Party may determine.
Secured Party shall not be obligated to make any sale pursuant to any such
notice. Secured Party may, without notice or publication, adjourn any sale or
cause the same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or place to
which the same may be so adjourned. In case of any sale of all or any part of
the Pledged Collateral on credit or for future delivery, the Pledged Collateral
so sold may be retained by Secured Party until the
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selling price is paid by the purchaser thereof, but Secured Party shall not
incur any liability in case of the failure of such purchaser to take up and pay
for the Pledged Collateral so sold and, in case of any such failure, such
Pledged Collateral may again be sold upon like notice.
(f) Secured Party, instead of exercising the power of
sale herein conferred upon it, may proceed by a suit or suits at law or in
equity to foreclose its lien or security interest arising from this Agreement
and sell the Pledged Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction.
(g) Notwithstanding and without limiting any other
provision of this Agreement or any of the Loan Documents, upon the occurrence
and during the continuation of an Event of Default, Secured Party or its nominee
shall have the right, without notice to or the consent of Pledgor, to exercise
any and all rights of conversion, exchange or subscription and any other rights,
privileges or options pertaining to any of the Pledged Collateral as if it were
the absolute owner thereof, including, without limitation, the right to
transfer, sell, dispose of or exchange, at its discretion, any or all of the
Pledged Collateral upon the merger, consolidation, reorganization,
recapitalization or other readjustment of Pledgor or the applicable Guarantor,
or Subsidiary of Pledgor or such other Person.
(h) On any sale of any part of the Pledged Collateral,
Secured Party is hereby authorized to comply with any limitation or restriction
in connection with such sale that may be necessary in order to avoid any
violation of applicable law or in order to obtain any required approval of the
purchaser(s) by any Governmental Authority or officer or court.
(i) Pledgor hereby acknowledges, understands and agrees
that Secured Party (i) may exercise its rights under the Loan Documents, whether
or not they provide security for any of the Secured Obligations, without
exercising its rights hereunder or affecting the security provided hereunder,
and (ii) may proceed against all or any portion of the Pledged Collateral and
all other collateral securing any of the Secured Obligations in such order and
at such time as determined by Secured Party in its sole discretion. Pledgor
hereby expressly waives any rights under the doctrine of marshalling of assets.
(j) Except as otherwise set forth above, Pledgor hereby
acknowledges, understands and agrees that compliance with the foregoing
procedures shall satisfy any applicable requirements that such sale or
disposition be made in a commercially reasonable manner.
(k) The proceeds of any collection, recovery, receipt,
appropriation, realization, transfer, exchange, disposition or sale as aforesaid
shall be applied by Secured Party in the following order:
(i) First, to the payment of all reasonable
costs and expenses of every kind incurred by Secured Party in connection
therewith or incidental to the care, safekeeping or otherwise of any of the
Pledged Collateral, and to the payment of all sums which Secured Party may be
required or may elect to pay, if any, for taxes, assessments, insurance and
other charges upon the Pledged Collateral or any part thereof, and all other
payments that Secured Party may be required or authorized to make under any
provision of this Agreement including, without limitation, reasonable in-house
documentation and diligence fees, search, audit, recording, and filing fees and
expenses and reasonable attorneys' fees and expenses;
(ii) Second, to the payment of any other amounts
due under the Secured Obligations (to be applied in accordance with the Loan
Agreement);
(iii) Third, to the satisfaction of indebtedness
secured by any subordinate security interest of record in the Pledged Collateral
if written notification of demand therefor is received before distribution of
the proceeds is completed; provided that the holder of a subordinate security
interest
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shall furnish reasonable proof of its interest to Secured Party, and unless it
does so, Secured Party need not address its claims; and
(iv) Finally, to the payment to Pledgor of any
surplus then remaining from such proceeds, unless otherwise required by law or
directed by a court of competent jurisdiction; provided that Pledgor shall be
liable for any deficiency if such proceeds are insufficient to satisfy all of
the Secured Obligations.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR
(a) Pledgor represents and warrants to Secured Party as
of the date hereof and as of each Borrowing Date (which representations and
warranties shall survive the execution and delivery of this Agreement) as
follows:
(i) Pledgor is, or, with respect to the Pledged
Collateral described in clauses (ii) and (iii) of the definition of Pledged
Collateral not later than the time of delivery of certificates therefor will be,
the direct record and beneficial owner of each share, security and other
interest that comprises the Pledged Collateral, and Pledgor has and will have
good, valid and marketable title thereto, free and clear of all Liens other than
the security interests created by this Agreement;
(ii) all of the Pledged Collateral has been, or,
with respect to the Pledged Collateral described in clauses (ii) and (iii) of
the definition of Pledged Collateral not later than the time of delivery of
certificates therefor will be, duly and validly issued, fully paid and
nonassessable;
(iii) the Pledged Collateral described in clause
(i) of the definition of Pledged Collateral constitutes the percentage set forth
on Schedule 1 of the issued and outstanding equity, membership or limited
partnership interests, as applicable, of each Guarantor, Subsidiary of Pledgor
and other Person in which such Pledged Collateral represents an ownership
interest (calculated on a fully diluted, as converted basis);
(iv) the Pledged Collateral is and will be duly
and validly pledged to Secured Party in accordance with law, and Secured Party
has a good, valid and perfected first priority lien on and security interest in
the Pledged Collateral and the proceeds thereof subject to no Liens in favor of
any other Person;
(v) the obligations of Pledgor under this
Agreement are not subordinated in any way to any other obligation of Pledgor or
to the rights of any other Person.
(b) Until all Secured Obligations (exclusive of any
indemnity obligations with respect to which no claim has been made and which
pursuant to the provisions of the Loan Agreement survive termination of the Loan
Agreement) have been performed and satisfied in full and indefeasibly paid in
full in cash and the Loan Agreement has been terminated, Pledgor hereby
covenants that:
(i) Pledgor shall not sell, lease, transfer,
pledge, assign or otherwise dispose of any of the Pledged Collateral or any
interest therein, and Pledgor shall not create, incur, assume or suffer to exist
any Lien upon, in, against or with respect to any of the Pledged Collateral or
any interest therein except in accordance with the provisions of the Loan
Agreement;
(ii) Pledgor shall, and shall cause each entity
whose securities constitute part of the Pledged Collateral to, keep true,
complete and accurate books of record with respect to the Pledged Collateral in
accordance with commercially reasonable business practices; and
(iii) Except for actions permitted pursuant to the
Loan Agreement, Pledgor shall not take or permit to be taken, or permit or cause
any entity whose securities constitute part of the
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Pledged Collateral to take or permit to be taken, any action in connection with
the Pledged Collateral or otherwise which would impair the value of the Pledged
Collateral or any portion thereof or the value of the interests or rights of
Pledgor or Secured Party therein or with respect thereto, including, without
limitation, any amendment to or modification of the certificate of incorporation
(or similar charter documents) or bylaws (or similar documents) of Pledgor or
such Person which would result in or cause any of the foregoing.
6. MISCELLANEOUS PROVISIONS
6.1. NOTICES
Any notice or request under this Agreement shall be given in
accordance with Section 10.6 of the Loan Agreement.
6.2. DELAY
No course of action or dealing, renewal, release or extension
of any provision of this Agreement, or single or partial exercise of any such
provision, or delay, failure or omission on Secured Party's part in enforcing
any such provision shall affect the liability of Pledgor or operate as a waiver
of such provision or affect the liability of Pledgor or preclude any other or
further exercise of such provision. No waiver by any party to any Loan Document
of any one or more defaults by any other party in the performance of any of the
provisions of any Loan Document shall operate or be construed as a waiver of any
future default, whether of a like or different nature, and each such waiver
shall be limited solely to the express terms and provisions of such waiver.
6.3. RELEASE OF PLEDGED COLLATERAL
Promptly following full performance and satisfaction and
indefeasible payment in full in cash of the Secured Obligations (exclusive of
any indemnity obligations with respect to which no claim has been made and which
pursuant to the provisions of the Loan Agreement survive termination of the Loan
Agreement) and the termination of the Loan Agreement, the security interests and
liens created hereby shall automatically terminate and be released and Secured
Party shall execute and deliver such documents, at Pledgor's expense, as are
necessary to evidence such termination and shall return the Pledged Collateral
to Pledgor at the address of Pledgor set forth herein or at such other address
as Pledgor may direct in writing. Secured Party shall not be deemed to have made
any representation or warranty with respect to any Pledged Collateral so
delivered, except that such Pledged Collateral is free and clear, on the date of
such delivery, of any and all liens, charges and encumbrances arising from
Secured Party's own acts.
6.4. SUCCESSORS AND ASSIGNS; PARTICIPATIONS; NEW SECURED PARTIES
This Agreement shall inure to the benefit of Secured Party and
all future holders of any Note and/or the Obligations transferred in accordance
with the provisions of the Loan Agreement, and each of their respective
successors and assigns. This Agreement shall be binding upon the Persons' other
than Secured Party that are parties to this Agreement and their respective
successors and assigns, and no such Person may assign, delegate or transfer this
Agreement or any of its rights or obligations under this Agreement without the
prior written consent of Secured Party. No rights are intended to be created
under this Agreement for the benefit of any third party donee, creditor or
incidental beneficiary of Pledgor. Nothing contained in any Loan Document shall
be construed as a delegation to Secured Party of any other Person's duty of
performance.
9
6.5. SEVERABILITY; CAPTIONS; COUNTERPARTS; FACSIMILE SIGNATURES
If any provision of this Agreement is adjudicated to be
invalid under applicable laws or regulations, such provision shall be
inapplicable to the extent of such invalidity without affecting the validity or
enforceability of the remainder of this Agreement which shall be given effect so
far as possible. The captions in this Agreement are intended for convenience and
reference only and shall not affect the meaning or interpretation of this
Agreement. The Agreement may be executed in one or more counterparts (which
taken together, as applicable, shall constitute one and the same instrument) and
by facsimile transmission, which facsimile signatures shall be considered
original executed counterparts. Each party to this Agreement agrees that it will
be bound by its own facsimile signature and that it accepts the facsimile
signature of each other party.
6.6. SURVIVAL
It is the express intention and agreement of the parties
hereto that all obligations, covenants, agreements, representations, warranties,
waivers and indemnities made by Pledgor herein shall survive the execution,
delivery and termination of this Agreement until all Secured Obligations
(exclusive of any indemnity obligations with respect to which no claim has been
made and which pursuant to the provisions of the Loan Agreement survive
termination of the Loan Agreement) are performed in full and indefeasibly paid
in full in cash and the Loan Agreement is terminated.
6.7. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; VENUE
This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without giving effect
to its choice of law provisions (other than Section 5-1401 of the New York
General Obligation Law). Any judicial proceeding with respect to the
Obligations, any Loan Document or any related agreement may be brought in any
federal or state court of competent jurisdiction located in the City of New
York, State of New York (any such court, individually a "New York Court," and
all such courts collectively, the "New York Courts"), provided nothing in this
Agreement shall be deemed or operate to preclude Secured Party from bringing
suit or taking other legal action in any jurisdiction to the extent, but only to
the extent, it is required to bring suit in such jurisdiction to realize on the
Collateral or any other security for the Obligations (any such court and any New
York Court, individually a "Qualified Court" and collectively, the "Qualified
Courts"), and provided, further that Secured Party, Lenders and Pledgor
acknowledge that any appeals from a Qualified Court may have to be heard by a
court located outside of the jurisdiction where such Qualified Court sits. By
execution and delivery of this agreement, Pledgor (i) accepts the non-exclusive
jurisdiction of the Qualified Courts and irrevocably agrees to be bound by any
judgment rendered thereby, (ii) waives personal service of process, (iii) agrees
that service of process upon it may be made by certified or registered mail,
return receipt requested, pursuant to Section 10.6 of the Loan Agreement and
(iv) waives any objection to jurisdiction and venue of any action instituted
hereunder in any Qualified Court and agrees not to assert any defense to an
action brought in any Qualified Court based on lack of jurisdiction, venue or
convenience. Any judicial proceedings against Secured Party or any Lender
involving, directly or indirectly, the Obligations, any Loan Document or any
related agreement shall be brought only in a New York Court. All parties
acknowledge that they participated in the negotiation and drafting of this
Agreement and that, accordingly, no party shall move or petition a court
construing this Agreement to construe it more stringently against one party than
against any other.
6.8. WAIVER OF NOTICE; WAIVER OF STATUTE OF LIMITATIONS; DEFENSES
Except as expressly provided for herein, Pledgor hereby waives
demand, presentment, protest, notice of dishonor or non-payment, as well as all
defenses with respect to any and all instruments, notice of acceptance hereof,
notice of Loans or Advances made, credit extended, collateral received or
delivered, or any other action taken by Secured Party in reliance hereon, and
all other demands and notices of any description. The pleading of any statute of
limitations as a defense to any demand against
10
Pledgor hereunder and under the Loan Documents is expressly waived by Pledgor.
Pledgor hereby waives any and all defenses and counterclaims it may have or
could interpose in any action or procedure brought by Secured Party to obtain an
order of court recognizing the assignment of or security interests and liens of
Secured Party in and to the Pledged Collateral.
6.9. JURY WAIVER
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY
CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THE
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH
PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS
TO TRIAL BY JURY.
6.10. ENTIRE AGREEMENT
This Agreement and the other Loan Documents to which Pledgor
is a party constitute the entire agreement between Pledgor and Secured Party
with respect to the subject matter hereof and thereof, and supersede all prior
agreements and understandings, if any, relating to the subject matter hereof or
thereof. Any promises, representations, warranties or guarantees not herein
contained and hereinafter made shall have no force and effect unless in writing
signed by Pledgor and Secured Party. No provision of this Agreement may be
changed, modified, amended, restated, waived, supplemented, discharged, canceled
or terminated orally or by any course of dealing or in any other manner other
than by an agreement in writing signed by Secured Party and Pledgor. Each party
hereto acknowledges that it has been advised by counsel in connection with the
negotiation and execution of this Agreement and is not relying upon oral
representations or statements inconsistent with the terms and provisions hereof.
6.11. NO DUTY OF SECURED PARTY
Except for the duty to exercise reasonable care in the custody
and preservation of the Pledged Collateral in its possession, Secured Party
shall have no responsibility for or obligation or duty with respect to all or
any part of the Pledged Collateral or any matter or proceeding arising out of or
relating thereto, including without limitation, any obligation or duty to
collect any sums due in respect thereof or to protect or preserve any rights
pertaining thereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
11
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Pledge and Security Agreement as of the date first written above.
SUMMIT CARE CORPORATION
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
SHG PROPERTY RESOURCES, LLC
By: /s/ Xxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
SHG INVESTMENTS, LLC
By: /s/ Xxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
SUMMIT CARE TEXAS, L.P.
By: Summit Care Texas Management, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
Address for Notices:
c/o Fountain View, Inc.
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
SKILLED HEALTHCARE, LLC
By: /s/ Xxxxxx X. Xxxx
-----------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
Address for Notices:
c/o Fountain View, Inc.
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
2
SUMMIT CARE TEXAS MANAGEMENT, LLC
By: \s\ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
Address for Notices:
c/o Fountain View, Inc.
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
3
CAPITALSOURCE FINANCE LLC
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
Address for Notices:
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: Healthcare Finance Group, Portfolio Manager
Facsimile: (000) 000-0000
4
PLEDGE AND SECURITY AGREEMENT
SCHEDULE A
DE 1-21 Entities
Texas Cityview Care Center GP, LLC, a Delaware limited liability company
Xxxxxxxxx Xxxxxxxx GP, LLC, a Delaware limited liability company
Xxxxxxxxx Longview GP, LLC, a Delaware limited liability company
The Xxxxxxxxx Xxxxx GP, LLC, a Delaware limited liability company
Colonial New Braunfels GP, LLC, a Delaware limited liability company
Colonial Xxxxx XX, LLC, a Delaware limited liability company
Coronado Nursing Center GP, LLC, a Delaware limited liability company
Hallettsville Rehabilitation GP, LLC, a Delaware limited liability company
Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC, a Delaware
limited liability company
Hospitality Nursing GP, LLC, a Delaware limited liability company
Monument Rehabilitation GP, LLC, a Delaware limited liability company
Oak Crest Nursing Center GP, LLC, a Delaware limited liability company
Flatonia Oak Manor GP, LLC, a Delaware limited liability company
Oakland Manor GP, LLC, a Delaware limited liability company
Southwood Care Center GP, LLC, a Delaware limited liability company
Town and Country Manor GP, LLC, a Delaware limited liability company
West Side Campus of Care GP, LLC, a Delaware limited liability company
Comanche Nursing Center GP, LLC, a Delaware limited liability company
Xxxxxxxxx Valley Nursing Center GP, LLC, a Delaware limited liability company
Briarcliff Nursing and Rehabilitation Center GP, LLC, a Delaware limited
liability company
Live Oak Nursing Center GP, LLC, a Delaware limited liability company
PLEDGE AND SECURITY AGREEMENT
SCHEDULE B
DE 24-32 Entities
Carehouse Healthcare Center, LLC, a Delaware limited liability company
Devonshire Care Center, LLC, a Delaware limited liability company
The Earlwood, LLC, a Delaware limited liability company
Fountain Care Center, LLC, a Delaware limited liability company
Fountain Senior Assisted Living, LLC, a Delaware limited liability company
Spring Senior Assisted Living, LLC, a Delaware limited liability company
Valley Healthcare Center, LLC, a Delaware limited liability company
Xxxxx Xxxxx Healthcare Center, LLC, a Delaware limited liability company
Willow Creek Healthcare Center, LLC, a Delaware limited liability company
PLEDGE AND SECURITY AGREEMENT
SCHEDULE C
NTLP 1-21 Entities
Texas Cityview Care Center, LP, a Delaware limited partnership
Xxxxxxxxx Xxxxxxxx, LP, a Delaware limited partnership
Xxxxxxxxx Longview, LP, a Delaware limited partnership
The Xxxxxxxxx Xxxxx, LP, a Delaware limited partnership
Colonial New Braunfels Care Center, LP, a Delaware limited partnership
Colonial Tyler Care Center, LP, a Delaware limited partnership
Coronado Nursing Center, LP, a Delaware limited partnership
Hallettsville Rehabilitation and Nursing Center, LP, a Delaware limited
partnership
Texas Heritage Oaks Nursing and Rehabilitation Center, LP, a Delaware limited
partnership
Hospitality Nursing and Rehabilitation Center, LP, a Delaware limited
partnership
Monument Rehabilitation and Nursing Center, LP, a Delaware limited partnership
Oak Crest Nursing Center, LP, a Delaware limited partnership
Flatonia Oak Manor, LP, a Delaware limited partnership
Oakland Manor Nursing Center, LP, a Delaware limited partnership
Southwood Care Center, LP, a Delaware limited partnership
Town and Country Manor, LP, a Delaware limited partnership
West Side Campus of Care, LP, a Delaware limited partnership
Comanche Nursing Center, LP, a Delaware limited partnership
Xxxxxxxxx Valley Nursing Center, LP, a Delaware limited partnership
Briarcliff Nursing and Rehabilitation Center, LP, a Delaware limited partnership
Live Oak Nursing Center, LP, a Delaware limited partnership
PLEDGE AND SECURITY AGREEMENT
SCHEDULE 1
DESCRIPTION OF PLEDGED MEMBERSHIP
OR PARTNERSHIP INTERESTS
I. DE 23 Pledged Entity Interests
Name of
Name of State of Membership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
SHG Investments, DE 100% Texas Cityview DE 1
LLC Care Center
GP, LLC
-------------------------------------------------------------------------------------------
Xxxxxxxxx
SHG Investments, DE 100% Beaumont GP, DE 1
LLC LLC
-------------------------------------------------------------------------------------------
Xxxxxxxxx
SHG Investments, DE 100% Longview GP, DE 1
LLC LLC
-------------------------------------------------------------------------------------------
SHG Investments, DE 100% The Xxxxxxxxx DE 1
LLC Xxxxx XX, LLC
-------------------------------------------------------------------------------------------
Colonial New
SHG Investments, DE 100% Braunfels GP, DE 1
LLC LLC
-------------------------------------------------------------------------------------------
SHG Investments, DE 100% Colonial Tyler DE 1
LLC GP, LLC
-------------------------------------------------------------------------------------------
Coronado
SHG Investments, DE 100% Nursing DE 1
LLC Center, GP, LLC
-------------------------------------------------------------------------------------------
Hallettsville
XXX Xxxxxxxxxxx, XX 000% Xxxxxxxxxxxxxx XX 0
LLC GP, LLC
-------------------------------------------------------------------------------------------
Texas Heritage
Oaks Nursing
SHG Investments, DE 100% and DE 1
LLC Rehabilitation
Center GP, LLC
-------------------------------------------------------------------------------------------
SHG Investments, DE 100% Hospitality DE 1
LLC Nursing GP, LLC
-------------------------------------------------------------------------------------------
Monument
XXX Xxxxxxxxxxx, XX 000% Xxxxxxxxxxxxxx XX 0
LLC GP, LLC
-------------------------------------------------------------------------------------------
Oak Crest
SHG Investments, DE 100% Nursing Center DE 1
LLC GP, LLC
-------------------------------------------------------------------------------------------
XXX Xxxxxxxxxxx, XX 000% Xxxxxxxx Xxx XX 0
LLC Manor GP, LLC
-------------------------------------------------------------------------------------------
SHG Investments, DE 100% Oakland Manor GP, DE 1
LLC LLC
-------------------------------------------------------------------------------------------
2
Name of
Name of State of Membership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
SHG Investments, DE 100% Southwood Care DE 1
LLC Center GP, LLC
-------------------------------------------------------------------------------------------
Town and
XXX Xxxxxxxxxxx, XX 000% Xxxxxxx Xxxxx XX 0
LLC GP, LLC
-------------------------------------------------------------------------------------------
West Side
SHG Investments, DE 100% Campus of Care DE 1
LLC GP, LLC
-------------------------------------------------------------------------------------------
Comanche
SHG Investments, DE 100% Nursing Center DE 1
LLC GP, LLC
-------------------------------------------------------------------------------------------
Xxxxxxxxx
SHG Investments, DE 100% Valley Nursing DE 1
LLC Center GP, LLC
-------------------------------------------------------------------------------------------
Briarcliff
Nursing and
SHG Investments, DE 100% Rehabilitation DE 1
LLC Center, GP, LLC
-------------------------------------------------------------------------------------------
Live Oak
SHG Investments, DE 100% Nursing Center DE 1
LLC GP, LLC
-------------------------------------------------------------------------------------------
Name of
Name of State of Partnership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% Texas Cityview DE LP-01
LLC Care Center, LP
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% Xxxxxxxxx DE LP-01
LLC Beaumont, LP
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% Xxxxxxxxx DE LP-01
LLC Longview, LP
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% The Xxxxxxxxx DE LP-01
LLC Tyler, LP
-------------------------------------------------------------------------------------------
Colonial New
SHG Investments, DE 99% Braunfels Care DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% Colonial Tyler DE LP-01
LLC Care Center, LP
-------------------------------------------------------------------------------------------
Coronado
SHG Investments, DE 99% Nursing DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Hallettsville
SHG Investments, Rehabilitation
LLC DE 99% and Nursing DE LP-01
Center, LP
-------------------------------------------------------------------------------------------
3
Name of
Name of State of Partnership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
Oaks Nursing
and
Rehabilitation
SHG DE 99% Texas Heritage DE LP-01
Investments, Rehabilitation
LLC Center, LP
-------------------------------------------------------------------------------------------
Hospitality
Nursing and
SHG Investments, DE 99% Rehabilitation DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Monument
Rehabilitation
SHG Investments, DE 99% and Nursing DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Oak Crest
Nursing
SHG Investments DE 99% Center, DE LP-01
LLC LP
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% Flatonia Oak DE LP-01
LLC Manor, LP
-------------------------------------------------------------------------------------------
Oakland Manor
SHG Investments, DE 99% Nursing DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
SHG Investments, DE 99% Southwood Care DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Town and
SHG Investments, DE 99% Country Manor, DE LP-01
LLC LP
-------------------------------------------------------------------------------------------
West Side
SHG Investments, DE 99% Campus of DE LP-01
LLC Care, LP
-------------------------------------------------------------------------------------------
Comanche
SHG Investments, DE 99% Nursing DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Xxxxxxxxx
SHG Investments, DE 99% Valley Nursing DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Briarcliff
Nursing and
SHG Investments, DE 99% Rehabilitation DE LP-01
LLC Center, LP
-------------------------------------------------------------------------------------------
Live Oak
SHG Investments, DE 99% Nursing Center DE LP-01
LLC LP, LLC
-------------------------------------------------------------------------------------------
II. REH Pledged Entity Interests
Membership/ Name of
Name of State of Partnership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
Carehouse
SHG Property DE 100% Healthcare DE 1
Resources, LLC Center, LLC
-------------------------------------------------------------------------------------------
4
Membership/ Name of
Name of State of Partnership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
SHG DE 100% Devonshire DE 1
Property Care Center,
Resources, LLC LLC
-------------------------------------------------------------------------------------------
SHG Property DE 100% The Xxxxxxxx, XX 0
Resources, LLC LLC
-------------------------------------------------------------------------------------------
SHG Property DE 100% Fountain Care DE 1
Resources, LLC Center, LLC
-------------------------------------------------------------------------------------------
Fountain
SHG Property Senior
Resources, LLC DE 100% Assisted DE 1
Living, LLC
-------------------------------------------------------------------------------------------
Spring Senior
SHG Property DE 100% Assisted DE 1
Resources, LLC Living, LLC
-------------------------------------------------------------------------------------------
Valley
SHG Property DE 100% Healthcare DE 1
Resources, LLC Center, LLC
-------------------------------------------------------------------------------------------
Xxxxx Xxxxx
SHG Property DE 100% Healthcare DE 1
Resources, LLC Center, LLC
-------------------------------------------------------------------------------------------
Willow Creek
SHG Property DE 100% Healthcare DE 1
Resources, LLC Center, LLC
-------------------------------------------------------------------------------------------
SHG Property DE 100% Texas Secured DE 1
Resources, LLC Resurces, LLC
-------------------------------------------------------------------------------------------
California
SHG Property DE 100% Secured DE 1
Resources, LLC Resources, LLC
-------------------------------------------------------------------------------------------
Secured
Resource
SHG Property DE 100% Management GP, DE 1
Resources, LLC LLC
-------------------------------------------------------------------------------------------
SHG Property DE 99% LP SHG Secured DE LP-01
Resources, LLC Resources, LP
-------------------------------------------------------------------------------------------
III. SCTX Pledged Entity Interests
5
Name of
Name of State of Membership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
SHG
Summit Care TX 100% Investments, DE 1
Texas, L.P. LLC
-------------------------------------------------------------------------------------------
IV. SH Pledged Entity Interests
Name of
Name of State of Membership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
Skilled
Skilled DE 100% Healthcare II, DE 1
Healthcare, LLC LLC
-------------------------------------------------------------------------------------------
V. Summit Pledged Entity Interests
Name of
Name of State of Membership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
Summit Care California 100% SHG Property DE 1
Corporation Resources, LLC
-------------------------------------------------------------------------------------------
Summit Care California 99% LP Summit Care TX LP-01
Corporation Texas, L.P.
-------------------------------------------------------------------------------------------
Summit Care California 100% Summit Care Texas DE 1
Corporation Management, LLC
-------------------------------------------------------------------------------------------
VI. SCTM Pledged Entity Interests
Name of
Name of State of Membership Collateral State of Certificate
Debtor Formation Interest Entity Formation Number
-------------------------------------------------------------------------------------------
Summit Care DE 1% Summit Care TX GP-01
Texas Texas, L.P.
Management, LLC
-------------------------------------------------------------------------------------------
6
