FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING THE INTERIM ORDER (I) AUTHORIZING THE USE OF CASH COLLATERAL, (II) GRANTING ADEQUATE PROTECTION, (III) MODIFYING THE AUTOMATIC STAY, (IV) SETTING A FINAL HEARING, AND (V) GRANTING RELATED RELIEF

BARBARA J. HOUSER, Bankruptcy Judge.

Upon the motion (the "Motion")2 of the Debtors for entry of an interim order (the "Interim Order") and findings of fact and conclusions of law (the "Findings of Fact and Conclusions of Law") (i) authorizing the Debtors to use the Cash Collateral of CIBC Bank USA, as Administrative Agent for itself and for CIT Finance LLC, MB Financial Bank, N.A., Bankers Trust Company, Wells Fargo Bank, N.A., and Compass Bank (collectively, the "Lenders"), (ii) granting the Administrative Agent, for the benefit of the Lenders, adequate protection upon the terms set forth in the Interim Order and in any final orders, (iii) modifying the automatic stay, (iv) scheduling a final hearing on the Motion and approving the form and manner of notice thereof, and (v) granting such other and further relief as the Court deems just and appropriate; the Court having reviewed the Motion and the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334(b); and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Debtors consented to entry of a final order under Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and it appearing that proper and adequate notice of the Motion has been given, under the circumstances, and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor:

IT IS HEREBY FOUND THAT:3

A. On December 4, 2018 (the "Petition Date"), the Debtors filed petitions for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et seq. (the "Bankruptcy Code").

B. Since the Petition Date, the Debtors have continued in the management and operation of their businesses and property as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. No trustee or committee has been appointed in the Chapter 11 Cases.

C. The Debtors stipulate and agree that they are obligated under the notes, agreements, instruments, and undertakings listed on Exhibit 2 hereto (collectively, the "Credit Facility Documents"). Any and all monetary and nonmonetary obligations of the Debtors under the Credit Facility Documents as of the Petition Date are referred to herein as the "Prepetition Obligations." The foregoing acknowledgments and stipulations shall be binding on the Debtors but not on any other party-in-interest in these cases, except as provided in Paragraph 9 of the Interim Order.

D. The Debtors further stipulate and agree as follows:

The foregoing acknowledgments and stipulations shall be binding on the Debtors but not on any other party-in-interest in this case, except as provided in Paragraph 9 of the Interim Order.

E. The Debtors have requested that the Administrative Agent consent to the Debtors' use of Cash Collateral and the Administrative Agent is willing to consent to the Debtors' use of Cash Collateral on the terms and conditions provided herein. The Administrative Agent is relying on the terms, conditions, and protections provided herein in so consenting.

F. The agreements and arrangements described in the Motion and authorized in the Interim Order have been negotiated at arm's-length with all parties represented by counsel, are fair and reasonable under the circumstances, and are enforceable in accordance with their terms. The Debtors and the Administrative Agent are acting in good faith with respect to the use of Cash Collateral as provided in the Interim Order. The superpriority claims, security interests and liens and other protections granted to the Administrative Agent pursuant to the Interim Order (1) are fair and reasonable and satisfy the requirements of the Bankruptcy Code, and (2) will not be affected by any subsequent reversal, modification, vacatur or amendment of the Interim Order or any other order, as provided in Bankruptcy Code section 364(e).

G. In light of the Administrative Agent's agreement to subordinate its liens and superpriority claims to the Carve-Out (as defined below), and its agreement to permit use of its Cash Collateral, the Administrative Agent and the Lenders are entitled to all of the rights and benefits of Bankruptcy Code section 552(b), and the "equities of the case" exception shall not apply.

H. The liens and security interests granted to the Administrative Agent hereunder shall not prime or impair any validly perfected lien or security interest senior to the liens and security interests of the Administrative Agent or the Lenders with respect to the Debtors' assets and properties in existence as of the Petition Date, if any (the "Prior Senior Liens"). The granting of the replacement liens, superpriority administrative claims and other agreements of the Debtors hereunder constitute adequate protection to the Administrative Agent and the Lenders for the Debtors' use of Cash Collateral for purposes of the Interim Order.

I. Good cause has been shown for entry of the Interim Order. Without use of Cash Collateral, the Debtors will not be able to fund their day-to-day operations, including payroll for their employees and ongoing services to their residents. Unless the Court authorizes the use of Cash Collateral, the Debtors will be unable to pay for the goods and services necessary to preserve and maximize the value of the Debtors' assets. Accordingly, the Interim Order is required to avoid immediate and irreparable harm to the Debtors' estates. Entry of the Interim Order is in the best interests of the Debtors, their creditors, and the estates.

Exhibit 1

(Sorted Alphabetically)

Exhibit 2

Credit Facility Documents

1. Amended and Restated Credit and Security Agreement dated as of January 12, 2017 by and between Senior Care Centers, LLC, as Borrower Representative, the non-HUD Borrowers,1 and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as Lead Arranger, Administrative Agent and Lender, and CIT Finance LLC, MB Financial Bank, N.A., Bankers Trust Company, Wells Fargo Bank, N.A., and Compass Bank, as the Additional Lenders, as it has been amended by (i) that certain Joinder and First Amendment to Amended and Restated Credit and Security Agreement dated as of April 19, 2017, (ii) that certain Omnibus Release of Borrowers dated as of May 12, 2017, (iii) that certain Second Amendment to Amended and Restated Credit and Security Agreement dated as of May 23, 2017; (iv) that certain Omnibus Release of Borrowers dated as of June 21, 2017; (v) that certain Omnibus Release of Borrowers dated as of June 21, 2017; (vi) that certain Omnibus Release of Borrowers dated as of August 31, 2017; (vii) that certain Third Amendment to Amended and Restated Credit and Security Agreement and Omnibus Release of Borrowers and Amendment to Financing Documents dated October 18, 2017; (viii) that certain Limited Waiver to Amended and Restated Credit and Security Agreement and Omnibus Release of Borrowers dated as of December 15, 2017; (ix) that certain Fourth Amendment to Amended and Restated Credit and Security Agreement and Omnibus Release of Borrower dated as of February 1, 2018 and (x) that certain letter agreement dated as of October 22, 2018;

2. Amended and Restated Revolving Credit Note made by the non-HUD Borrowers in favor of CIBC Bank USA, dated as of January 12, 2017, as it has been modified by that certain First Modification to Amended and Restated Revolving Credit Note dated as of April 19, 2017;

3. Amended and Restated Revolving Credit Note made by the non-HUD Borrowers in favor of CIT Finance LLC, dated as of January 12, 2017, as it has been modified by that certain First Modification to Amended and Restated Revolving Credit Note dated as of April 19, 2017;

4. Amended and Restated Revolving Credit Note made by the non-HUD Borrowers in favor of Wells Fargo Bank, N.A., dated as of January 12, 2017, as it has been modified by that certain First Modification to Amended and Restated Revolving Credit Note dated as of April 19, 2017;

5. Amended and Restated Revolving Credit Note made by the non-HUD Borrowers in favor of Bankers Trust Company, dated as of January 12, 2017, as it has been modified by that certain First Modification to Amended and Restated Revolving Credit Note dated as of April 19, 2017;

6. Amended and Restated Revolving Credit Note made by the non-HUD Borrowers in favor of MB Financial Bank, N.A., dated as of January 12, 2017, as it has been modified by that certain First Modification to Amended and Restated Revolving Credit Note dated as of April 19, 2017;

7. Amended and Restated Revolving Credit Note made by the non-HUD Borrowers in favor of Compass Bank, dated as of January 12, 2017, as it has been modified by that certain First Modification to Amended and Restated Revolving Credit Note dated as of April 19, 2017;

8. Amended and Restated Pledge Agreement dated as of January 12, 2017 by and among Senior Care Centers, LLC, as Borrower Representative and Pledgor, CTLTC Real Estate, LLC, Harden Non-HUD Holdco, LLC, CapWest — Texas, LLC, Senior Rehab Solutions LLC, as Pledgors, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as Pledgee, as reaffirmed by (i) that certain Reaffirmation of Amended and Restated Guaranty and Amended and Restated Pledge Agreement dated April 19, 2017; (ii) that certain Reaffirmation of Guaranty and Pledge Agreement dated May 12, 2017; (iii) that certain Reaffirmation of Amended and Restated Guaranty and Amended and Restated Pledge Agreement dated May 23, 2017; (iv) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (v) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (vi) that certain Reaffirmation of Guaranty and Pledge Agreement dated August 31, 2017; (vii) that certain Reaffirmation of Guaranty and Pledge Agreement dated October 18, 2017; (viii) that certain Reaffirmation of Guaranty and Pledge Agreement dated December 15, 2017; and (ix) that certain Reaffirmation of Guaranty and Pledge Agreement dated February 1, 2018;

9. Amended and Restated Guaranty dated as of January 12, 2017 by Senior Care Centers, LLC, as Guarantor, for the benefit of CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as reaffirmed by (i) that certain Reaffirmation of Amended and Restated Guaranty and Amended and Restated Pledge Agreement dated April 19, 2017; (ii) that certain Reaffirmation of Guaranty and Pledge Agreement dated May 12, 2017; (iii) that certain Reaffirmation of Amended and Restated Guaranty and Amended and Restated Pledge Agreement dated May 23, 2017; (iv) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (v) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (vi) that certain Reaffirmation of Guaranty and Pledge Agreement dated August 31, 2017; (vii) that certain Reaffirmation of Guaranty and Pledge Agreement dated October 18, 2017; (viii) that certain Reaffirmation of Guaranty and Pledge Agreement dated December 15, 2017; and (ix) that certain Reaffirmation of Guaranty and Pledge Agreement dated February 1, 2018;

10. Amended and Restated Intellectual Property Security Agreement dated as of January 12, 2017 by and among Senior Care Centers, LLC, as Borrower Representative, the non-HUD Borrowers, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company;

11. Blocked Account Agreement (Commercial Blocked Account) dated as of April 1, 2015 by and among the non-HUD Borrowers, CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as the Bank, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as Agent, as amended by (i) that certain First Amendment to Blocked Account Agreement dated as of August 1, 2015; (ii) that certain Second Amendment to Blocked Account Agreement dated as of December 21, 2015; (iii) that certain Third Amendment to Blocked Account Agreement dated as of April 19, 2017; (iv) that certain Fourth Amendment to Blocked Account Agreement dated as of May 12, 2017; (v) that certain Fifth Amendment to Blocked Account Agreement dated as of June 21, 2017; (vi) that certain Sixth Amendment to Blocked Account Agreement dated as of June 21, 2017 (vii) that certain Seventh Amendment to Blocked Account Agreement dated as of August 31, 2017; (viii) that certain Eighth Amendment to Blocked Account Agreement dated as of October 18, 2017; (ix) that certain Ninth Amendment to Blocked Account Agreement dated as of December 15, 2017; and (x) that certain Tenth Amendment to Blocked Account Agreement dated as of February 1, 2018;

12. Blocked Account Agreement (Government Deposit Account) dated as of April 1, 2015 by and among the non-HUD Borrowers, CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as the Bank, and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as Agent, as amended by (i) that certain First Amendment to Blocked Account Agreement dated as of August 1, 2015; (ii) that certain Second Amendment to Blocked Account Agreement dated as of December 21, 2015; (iii) that certain Third Amendment to Blocked Account Agreement dated as of April 19, 2017; (iv) that certain Fourth Amendment to Blocked Account Agreement dated as of May 12, 2017; (v) that certain Fifth Amendment to Blocked Account Agreement dated as of June 21, 2017; (vi) that certain Sixth Amendment to Blocked Account Agreement dated as of June 21, 2017 (vii) that certain Seventh Amendment to Blocked Account Agreement dated as of August 31, 2017; (viii) that certain Eighth Amendment to Blocked Account Agreement dated as of October 18, 2017; (ix) that certain Ninth Amendment to Blocked Account Agreement dated as of December 15, 2017; and (x) that certain Tenth Amendment to Blocked Account Agreement dated as of February 1, 2018;

13. Master Letter of Credit Agreement dated as of June 21, 2017 issued by the non-HUD Borrowers in favor of CIBC Bank USA, formerly known as The PrivateBank and Trust Company;

14. Master Letter of Credit Agreement dated as of April 19, 2017 issued by the non-HUD Borrowers and Senior Care Centers, LLC, as Borrower Representative in favor of CIBC Bank USA, formerly known as The PrivateBank and Trust Company;

15. Credit and Security Agreement dated as of June 21, 2017 by and between Senior Care Centers, LLC, as Borrower Representative, the HUD Borrowers,2 and CIBC Bank USA, formerly known as The PrivateBank and Trust Company, as Lead Arranger, Administrative Agent and Lender, and CIT Finance LLC, MB Financial Bank, N.A., Bankers Trust Company, Wells Fargo Bank, N.A., and Compass Bank, as the Additional Lenders, as it has been amended by (i) that certain Joinder and First Amendment to Credit and Security Agreement dated as of June 21, 2017, (ii) that certain Joinder and Second Amendment to Credit and Security Agreement dated as of June 21, 2017; (iii) that certain Joinder and Third Amendment to Credit and Security Agreement dated as of August 31, 2017; and (iv) that certain Joinder and Fourth Amendment to Credit and Security Agreement and Amendment to Financing Documents dated October 18, 2017; (v) that certain Limited Waiver, Joinder and Fifth Amendment to Credit and Security Agreement dated December 15, 2017; (vi) that certain Sixth Amendment to Credit and Security Agreement dated as of February 1, 2018 and (vii) that certain letter agreement dated as of October 22, 2018;

16. Revolving Credit Note made by HUD Borrowers in favor of CIBC Bank USA, dated as of June 21, 2017, as modified by (i) that certain First Modification to Revolving Credit Note dated as of June 21, 2017; (ii) that certain Second Modification to Revolving Credit Note dated as of June 21, 2017; (iii) that certain Third Modification to Revolving Credit Note dated as of October 18, 2017; (iv) that certain Fourth Modification to Revolving Credit Note dated as of June 21, 2017; (v) that certain Fifth Modification to Revolving Credit Note dated as of December 15, 2017; and (vi) that certain Sixth Modification to Revolving Credit Note dated as of February 1, 2018;

17. Revolving Credit Note made by Borrowers in favor of CIT Finance LLC, dated as of June 21, 2017, as modified by (i) that certain First Modification to Revolving Credit Note dated as of June 21, 2017; (ii) that certain Second Modification to Revolving Credit Note dated as of June 21, 2017; (iii) that certain Third Modification to Revolving Credit Note dated as of October 18, 2017; (iv) that certain Fourth Modification to Revolving Credit Note dated as of June 21, 2017; (v) that certain Fifth Modification to Revolving Credit Note dated as of December 15, 2017; and (vi) that certain Sixth Modification to Revolving Credit Note dated as of February 1, 2018;

18. Revolving Credit Note made by Borrowers in favor of Wells Fargo Bank, N.A., dated as of June 21, 2017, as modified by (i) that certain First Modification to Revolving Credit Note dated as of June 21, 2017; (ii) that certain Second Modification to Revolving Credit Note dated as of June 21, 2017; (iii) that certain Third Modification to Revolving Credit Note dated as of October 18, 2017; (iv) that certain Fourth Modification to Revolving Credit Note dated as of June 21, 2017; (v) that certain Fifth Modification to Revolving Credit Note dated as of December 15, 2017; and (vi) that certain Sixth Modification to Revolving Credit Note dated as of February 1, 2018;

19. Revolving Credit Note made by Borrowers in favor of MB Financial Bank, N.A., dated as of June 21, 2017, as modified by (i) that certain First Modification to Revolving Credit Note dated as of June 21, 2017; (ii) that certain Second Modification to Revolving Credit Note dated as of June 21, 2017; (iii) that certain Third Modification to Revolving Credit Note dated as of October 18, 2017; (iv) that certain Fourth Modification to Revolving Credit Note dated as of June 21, 2017; (v) that certain Fifth Modification to Revolving Credit Note dated as of December 15, 2017; and (vi) that certain Sixth Modification to Revolving Credit Note dated as of February 1, 2018;

20. Revolving Credit Note made by Borrowers in favor of Bankers Trust Company, dated as of June 21, 2017, as modified by (i) that certain First Modification to Revolving Credit Note dated as of June 21, 2017; (ii) that certain Second Modification to Revolving Credit Note dated as of June 21, 2017; (iii) that certain Third Modification to Revolving Credit Note dated as of October 18, 2017; (iv) that certain Fourth Modification to Revolving Credit Note dated as of June 21, 2017; (v) that certain Fifth Modification to Revolving Credit Note dated as of December 15, 2017; and (vi) that certain Sixth Modification to Revolving Credit Note dated as of February 1, 2018;

21. Revolving Credit Note made by Borrowers in favor of Compass Bank, dated as of June 21, 2017, as modified by (i) that certain First Modification to Revolving Credit Note dated as of June 21, 2017; (ii) that certain Second Modification to Revolving Credit Note dated as of June 21, 2017; (iii) that certain Third Modification to Revolving Credit Note dated as of October 18, 2017; (iv) that certain Fourth Modification to Revolving Credit Note dated as of June 21, 2017; (v) that certain Fifth Modification to Revolving Credit Note dated as of December 15, 2017; and (vi) that certain Sixth Modification to Revolving Credit Note dated as of February 1, 2018;

22. Guaranty made by Senior Care Centers, LLC dated as of June 21, 2017 in favor of CIBC Bank USA, as Agent, as reaffirmed by (i) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (ii) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (iii) that certain Reaffirmation of Guaranty and Pledge Agreement dated August 31, 2017; (iv) that certain Reaffirmation of Guaranty and Pledge Agreement dated October 18, 2017; (v) that certain Reaffirmation of Guaranty and Pledge Agreement dated December 15, 2017; and (vi) that certain Reaffirmation of Guaranty and Pledge Agreement dated February 1, 2018;

23. Pledge Agreement made by Senior Care Centers, LLC dated as of June 21, 2017 in favor of CIBC Bank USA, as Agent, as reaffirmed by (i) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (ii) that certain Reaffirmation of Guaranty and Pledge Agreement dated June 21, 2017; (iii) that certain Reaffirmation of Guaranty and Pledge Agreement dated August 31, 2017; (iv) that certain Reaffirmation of Guaranty and Pledge Agreement dated October 18, 2017; (v) that certain Reaffirmation of Guaranty and Pledge Agreement dated December 15, 2017; and (vi) that certain Reaffirmation of Guaranty and Pledge Agreement dated February 1, 2018;

24. Pledge Agreement made by Harden Non-HUD Holdco, LLC, dated as of August 31, 2017 in favor of CIBC Bank USA, as Agent, as reaffirmed by (i) that certain Reaffirmation of Pledge Agreement dated October 18, 2017; (ii) that certain Reaffirmation of Pledge Agreement dated December 15, 2017; and (iii) that certain Reaffirmation of Pledge Agreement dated February 1, 2018;

25. Blocked Account Agreement (Government Deposit Account) dated as of June 21, 2017 by and among CIBC Bank USA (as AR Lender and depository bank), Lancaster Pollard Mortgage Company, LLC and Hearthstone SCC LLC, Crestwood SCC LLC, Park Bend SCC LLC, Sagebrook SCC LLC, Stonebridge SCC, LLC, Corpus Christi SCC LLC, Round Rock SCC LLC, Brinker SCC LLC, Beltline SCC LLC, Fairpark SCC LLC, HG SCC LLC, Lakepointe SCC LLC, Mullican SCC LLC, Pleasantmanor SCC LLC, RW SCC LLC, Vintage SCC LLC, Whitesboro SCC LLC, Marlandwood West SCC LLC, Summer Regency SCC LLC, Windcrest SCC LLC, and Wurzbach SCC LLC as amended by (i) that certain First Amendment to Blocked Account Agreement dated as of June 21, 2017; (ii) that certain Second Amendment to Blocked Account Agreement dated as of June 21, 2017; and (iii) that certain Third Amendment to Blocked Account Agreement dated as of October 18, 2017;

26. Blocked Account Agreement (Government Deposit Account) dated as of August 31, 2017 by and among CIBC Bank USA (as AR Lender and depository bank), Red Mortgage Capital, LLC and PM Management — Fredericksburg NC, LLC;

27. Blocked Account Agreement (Government Deposit Account) dated as of December 15, 2017 by and among CIBC Bank USA (as AR Lender and depository bank), Berkadia Commercial Mortgage LLC and PM Management — Allen NC, LLC, PM Management — Denison NC, LLC, PM Management — Frisco NC, LLC, PM Management — Garland NC, LLC, PM Management — Lewisville NC, LLC, and PM Management — Portfolio VI NC, LLC;

28. Blocked Account Agreement (Commercial Blocked Account) dated as of June 21, 2017 by and among CIBC Bank USA (as AR Lender and depository bank), Lancaster Pollard Mortgage Company, LLC and Hearthstone SCC LLC, Crestwood SCC LLC, Park Bend SCC LLC, Sagebrook SCC LLC, Stonebridge SCC, LLC, Corpus Christi SCC LLC, Round Rock SCC LLC, Brinker SCC LLC, Beltline SCC LLC, Fairpark SCC LLC, HG SCC LLC, Lakepointe SCC LLC, Mullican SCC LLC, Pleasantmanor SCC LLC, RW SCC LLC, Vintage SCC LLC, Whitesboro SCC LLC, Marlandwood West SCC LLC, Summer Regency SCC LLC, Windcrest SCC LLC, and Wurzbach SCC LLC as amended by (i) that certain First Amendment to Blocked Account Agreement dated as of June 21, 2017; (ii) that certain Second Amendment to Blocked Account Agreement dated as of June 21, 2017; and (iii) that certain Third Amendment to Blocked Account Agreement dated as of October 18, 2017;

29. Blocked Account Agreement (Commercial Blocked Account) dated as of August 31, 2017 by and among CIBC Bank USA (as AR Lender and depository bank), Red Mortgage Capital, LLC and PM Management — Fredericksburg NC, LLC; and

30. Blocked Account Agreement (Commercial Blocked Account) dated as of December 15, 2017 by and among CIBC Bank USA (as AR Lender and depository bank), Berkadia Commercial Mortgage LLC and PM Management — Allen NC, LLC, PM Management — Denison NC, LLC, PM Management — Frisco NC, LLC, PM Management — Garland NC, LLC, PM Management — Lewisville NC, LLC, and PM Management — Portfolio VI NC, LLC; and

31. Master Letter of Credit Agreement dated as of December 15, 2017 issued by the HUD Borrowers and Senior Care Centers, LLC in favor of CIBC Bank USA.