Stock Pledge Agreement among Balanced Care Corporation, Subsidiaries, Companies, and VXM/HR/RH Investments Limited

Summary

This agreement, dated April 4, 2001, is between Balanced Care Corporation (BCC), its wholly owned subsidiaries, certain Delaware corporations (the Companies), and VXM Investments Limited, HR Investments Limited, and RH Investments Limited (the Lenders). BCC and its subsidiaries pledge 100% of their equity interests in the Companies as collateral to secure obligations under a $26 million bridge loan from the Lenders. The pledged shares will be released once all loan obligations are fully satisfied. The agreement outlines the parties’ representations, warranties, and conditions for the pledge.

EX-10.173 18 w53456ex10-173.txt STOCK PLEDGE AGREEMENT 1 Exhibit 10.173 STOCK PLEDGE AGREEMENT THIS AGREEMENT is made and entered into as of April 4, 2001 (this "Agreement") by and among Balanced Care Corporation, a Delaware corporation ("BCC"), the other parties listed on Schedule 1 attached hereto, all of which are Delaware corporations and are direct or indirect wholly owned subsidiaries of BCC (collectively referred to herein as "Subsidiaries" and, together with BCC, collectively, the "Pledgor"), the parties listed on Schedule 2 attached hereto, all of which are Delaware corporations (individually, a "Company" and collectively, the "Companies"), and VXM Investments Limited, a Cayman Islands corporation ("VXM"), HR Investments Limited, a Cayman Islands corporation, and RH Investments Limited, a Cayman Islands corporation (collectively, the "Lenders"). WITNESSETH: WHEREAS, Pledgor is the owner of 100% of the common stock of each Company (the "Equity Interests"), which Equity Interests represent 100% of the equity interests in each Company; and WHEREAS, BCC, the Lenders and VXM, as agent for the Lenders (in such capacity, the "Agent") have entered into a Bridge Loan Agreement, dated as of April 4, 2001 (the "Loan Agreement"); capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Loan Agreement; and WHEREAS, BCC has executed the Loan Agreement and a Note, dated as of the date hereof, in favor of the Agent evidencing a Loan made by the Lenders to BCC in the aggregate issued amount of $26,003,524, and will execute subsequent Notes on each Advance Date as contemplated by the Loan Agreement; and WHEREAS, Pledgor, being all of the shareholders of the Companies, are receiving a direct benefit from the consummation of the transactions evidenced by the Loan Agreement; and WHEREAS, it is a condition precedent to the obligations of the Lenders under the Loan Agreement that Pledgor execute and deliver this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 2 1. Equity Pledge. Pledgor hereby pledges, grants a security interest in, mortgages, assigns, transfers, delivers, sets over and confirms unto the Agent, for its own benefit and for the benefit of the Lenders, its successors and assigns, all of Pledgor's right, title and interest in and to all Equity Interests owned by Pledgor (collectively, the "Pledged Interests"), and delivers to the Agent the certificates representing or evidencing the Pledged Interests on the date hereof, which certificates are listed on Schedule 3 attached hereto (collectively, the "Certificates"), with equity powers attached duly endorsed in blank by each Pledgor, receipt of which is acknowledged by the Agent, as security for Pledgor's complete payment and performance of all obligations of BCC under the Loan Agreement and the Notes delivered thereunder (the "Secured Obligations"). Upon the payment and satisfaction in full of the Secured Obligations, this Agreement and the security interests granted hereby in the Pledged Interests shall be released (with the Agent returning all certificates evidencing Pledged Interests and taking such other action as Pledgor may reasonably request to release the security interests granted hereby). 2. Representations and Warranties. Each Pledgor and each Company jointly and severally represent and warrant to the Lenders that: (i) except for restrictions under applicable Federal and state securities laws and except as set forth on Schedule 2(i), there are no restrictions upon the transfer of the Pledged Interests and Pledgor has good and valid title to the Pledged Interests free and clear of any and all liens, charges, options, shareholder agreements, refusal rights, restrictions or encumbrances of any kind or nature thereon or affecting title thereto (except for the pledge of the Pledged Interests to the Agent as provided in this Agreement); (ii) the Pledged Interests (a) have been duly authorized and issued by all requisite corporate action taken on the part of each Company, and are fully paid and non-assessable and (b) the Pledged Interests are evidenced by the Certificates listed on Schedule 3 attached hereto on the books and records of the appropriate Company; (iii) each Pledgor and each Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) has the power and holds all licenses necessary to carry on its business as it is being conducted and (c) is duly qualified to transact business in 2 3 each jurisdiction in which qualification is required and where failure to do so would have a material adverse effect on the business of such Company; (iv) no equity interests of any kind or nature of any Company (whether voting or non-voting, common stock, preferred stock, warrants, convertible securities or otherwise), other than the Pledged Interests, are outstanding; (v) there are no outstanding subscriptions, warrants, calls, options, rights, commitments, securities or agreements calling for the issuance of, or convertible or exchangeable into, any equity interests or common stock of any Company or for the issuance of any securities convertible or exchangeable, actually or contingently, into such equity interests; (vi) each Pledgor and each Company have full power, authority and legal right and any approval required by law to enter into and carry out the terms, provisions and agreements contained herein and in the Loan Agreement and the Security Documents, and to make the representations and warranties contained herein and the Loan Agreement and the Security Documents; (vii) except as set forth on Schedule 2(i), the execution, delivery and performance of this Agreement, the Loan Agreement and the Security Documents by each Pledgor and each Company (to the extent a party) and the delivery of the Pledged Interests to the Agent by each Pledgor do not contravene and will not result in the breach of any of the terms and provisions of, or constitute a default under, the charter documents of any Pledgor or any Company or any note, indenture, mortgage, deed of trust, other agreement, commitment, contract, or other instrument, obligation or restriction affecting any Pledgor, any Company or any property owned by any Pledgor or any Company, or violate any statute, ordinance, by-law, code, rule, ruling, regulation, restriction, order, judgment, decree, writ, judicial or administrative interpretation or injunction of any governmental authority having jurisdiction over any Pledgor, any Company or any property owned by any Pledgor or by any Company; (viii) except as already obtained or filed, as the case may be, no consent or approval or other authorization of, or exemption by, or declaration or filing with, any Person and no waiver of any right by any Person is required to authorize or permit, or is otherwise required as a condition to the delivery of the Pledged Interests to the Agent by any Pledgor, the execution and delivery of this Agreement by any Pledgor and/or any Company, 3 4 the Loan Agreement or the Security Documents (to the extent a party) and the performance of their respective obligations hereunder and thereunder or as a condition to the validity or enforceability of any of the same; (ix) this Agreement and the delivery of the Pledged Interests to the Agent creates a duly perfected first and prior possessory security interest in the Pledged Interests in the Agent; and (x) this Agreement, the Loan Agreement and the Security Documents represent the legal, valid and binding obligation of each Pledgor and each Company (to the extent a party thereto) enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy and creditor's rights laws, and general principles of equity. 3. Covenants. Each Pledgor covenants that, until such time as the Secured Obligations have been paid and performed in full, each Pledgor: (i) except as expressly permitted pursuant to the Loan Agreement, shall not, directly or indirectly, sell, assign, exchange, convey, pledge, alienate, hypothecate, gift, devise or otherwise transfer or grant any option with respect to any of Pledgor's rights to the Pledged Interests, whether voluntarily or by operation of law; (ii) shall not, directly or indirectly, create or suffer to exist any lien, security interest or other charge or encumbrance against, in or with respect to any of the Pledged Interests, whether voluntarily or by operation of law, except for the pledge hereunder and the security interest created hereby; (iii) shall warrant and defend the Pledged Interests and the lien thereon conveyed to the Agent by this Agreement against the claims of all Persons; (iv) shall pay, when due, all taxes and any other charges which may form the basis of a lien, claim or expense upon or in connection with the Pledged Interests or any interest therein; (v) without limiting the covenants set forth above in clause (ii) of this Section 3, shall provide written notice to the Agent of all encumbrances of any kind or nature hereafter placed on the Pledged Interests, such notice to be delivered to the 4 5 Agent within five (5) days of the occurrence of any such encumbrance; and (vi) shall keep in effect each Company's existence and rights as a corporation under the laws of the State of Delaware. Each Pledgor and each Company jointly and severally covenant that, until all Secured Obligations have been paid in full (a) they shall not agree to a termination of, any supplement to or any amendment or modification of the charter documents of any Company and (b) no additional equity interests (whether voting or non-voting, common stock, preferred stock, warrants, convertible securities or otherwise) of any Company shall be issued, authorized, sold, pledged or transferred after the date hereof, other than pursuant to this Agreement. 4. Pledgor to Hold In Trust. Subsequent to the occurrence of any Event of Default, and regardless of whether the Agent makes any demand or request on Pledgor, Pledgor shall hold in trust for the Agent any and all cash, checks, drafts, items, or other instruments or writings for the payment of money which may be received by Pledgor as dividends or otherwise with respect to the Pledged Interests, in precisely the form received. Pledgor shall immediately upon request by the Agent endorse, transfer and deliver any and all such payments to the Agent for application against the Secured Obligations. Notwithstanding the foregoing or any other provision contained in the Loan Agreement, until the occurrence of an Event of Default, each Pledgor shall have the right to vote on matters related to each Company in their respective capacities as shareholders, and shall have the right to receive dividends from each Company. 5. Events of Default/Rights and Remedies. (a) Upon the occurrence of an Event of Default, the Agent, in its sole discretion and without further notice or demand, may do one or more of the following, in addition to the remedies available to the Lenders upon an Event of Default as set forth in the Loan Agreement: (i) declare the Secured Obligations to be immediately due and payable; (ii) proceed immediately to exercise any and all of a secured party's rights, powers and privileges with respect to the Pledged Interests, including, without limitation, the right to sell or otherwise dispose of the Pledged Interests or any part thereof (to itself or to any third party) in such manner as the Agent, in its reasonable discretion may choose, (iii) take over all obligations, duties, liabilities, management and operations of any Company to the exclusion of each Pledgor and receive all profits of such Company or (iv) exercise any other right or remedy not 5 6 inconsistent with the foregoing which is available to the Lenders under the New York Uniform Commercial Code or otherwise available by agreement or under federal or state law. The foregoing remedies are cumulative and may be exercised concurrently. (b) Upon an Event of Default hereunder, the Agent shall act as the authorized agent and attorney-in-fact of Pledgor in disposing of the Pledged Interests, and in that capacity it is authorized to take such action on behalf of Pledgor as will further such a disposition, including, without limitation, any necessary endorsement or signature in its or Pledgor's name. Pledgor expressly acknowledges that compliance with federal and state securities and other laws may limit the disposition of the Pledged Interests by the Agent. No disposition of the Pledged Interests by the Agent upon a default shall be deemed to be a breach of duty to any Pledgor or to be commercially unreasonable because a better sales price might have been attained through an alternative disposition if the Agent, in good faith, has determined that the alternative disposition may constitute a violation of state or federal laws. Without limiting the generality of the foregoing, the Agent may at any sale of the Pledged Interests restrict the prospective bidders or purchasers of the Pledged Interests to Persons who will represent and agree that they are purchasing the Pledged Interests for their own account for investment, and not with a view to distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor and Pledgor hereby waives any right of redemption, stay or appraisal under present or future law. Each and every purchaser of any of the Pledged Interests shall be vested with equity holder's rights provided by the equity purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that the Agent or any Lender may purchase the Pledged Interests or any part thereof at any sale. 6. Deficiencies. No disposition of any of the Pledged Interests shall extinguish any obligation of Pledgor except to the extent that the net proceeds are applied thereto. 7. Governing Law. This Agreement and the construction and enforcement thereof shall be governed in all respects by the laws of the State of New York, exclusive of its conflicts of laws principles. 8. Waiver. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right. 6 7 9. Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Pledgor may not assign its interest in this Agreement without the prior written consent of the Agent, which consent may be withheld in its sole and absolute discretion. 10. Further Cooperation. Pledgor agrees to execute and deliver to the Agent such further instruments, notices, certificates, affidavits, financing statements and any other writing or agreement as the Agent may reasonably request in connection with this Agreement. 11. Notice. Any notice, request, demand, statement or consent made hereunder shall be in writing and shall be deemed duly given if personally delivered, sent by certified mail, return receipt requested, or sent by a nationally recognized commercial overnight delivery service with provision for a receipt, postage or delivery charges prepaid, and shall be deemed given when postmarked or placed in the possession of such mail or delivery service and addressed as follows: If to Pledgor Balanced Care Corporation or any Company: 1215 Manor Drive Mechanicsburg, Pennsylvania 17055 Attention: President With copies to: Balanced Care Corporation 1215 Manor Drive Mechanicsburg, Pennsylvania 17055 Attention: Legal Department and Kirkpatrick & Lockhart LLP Henry W. Oliver Building 535 Smithfield Street Pittsburgh, Pennsylvania 15235 Attention: Steven J. Adelkoff, Esq. If to the Lenders or VXM Investments Limited the Agent: c/o Unsworth & Associates Herengracht 483 Amsterdam, The Netherlands Attention: Brad Unsworth With copies to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 7 8 Attention: Rory A. Greiss, Esq. or at such other place as Pledgor, any Company or the Agent may from time to time hereafter designate to the other in writing. Any notice given to one party hereto by another party hereto at any time shall not imply that such notice or any further or similar notice was or is required. 12. Captions and Headings. The captions and headings set forth in this Agreement are included for convenience and reference only and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provisions of, or the scope or intent of, this Agreement or any portion hereof. 13. Counterparts. The parties hereto may execute this Agreement in any number of counterparts, each of which, when executed and delivered, shall have the force and effect of an original; but all such counterparts shall constitute one and the same instrument. 14. Subordination Agreement. This Agreement and the rights of the Lenders are subject in all respects to that certain Subordination Agreement dated as of even date herewith among Heller Healthcare Finance, Inc., the Agent, the Lenders, the Pledgor and the other parties identified therein. * * * * * 8 9 IN WITNESS WHEREOF, Pledgor, each Company, the Lenders and the Agent have caused this Agreement to be duly executed and delivered, all as of the day and year first above written. PLEDGOR: BALANCED CARE CORPORATION By:/s/Robin L. Barber Name: Robin L. Barber Title:Senior Vice President and Legal Counsel BALANCED CARE REALTY I, INC. BALANCED CARE REALTY II, INC. BALANCED CARE REALTY III, INC. BALANCED CARE REALTY IV, INC. BALANCED CARE REALTY V, INC. BALANCED CARE REALTY VI, INC. BALANCED CARE REALTY VII, INC. BALANCED CARE REALTY VIII, INC. BALANCED CARE REALTY IX, INC. BALANCED CARE REALTY X, INC. BALANCED CARE REALTY XI, INC. BALANCED CARE REALTY XII, INC. BALANCED CARE REALTY XIII, INC. BALANCED CARE REALTY XIV, INC. BALANCED CARE REALTY XV, INC. BALANCED CARE REALTY XVI, INC. BALANCED CARE REALTY XVII, INC. BALANCED CARE REALTY XVIII, INC. BALANCED CARE REALTY XIX, INC. BALANCED CARE REALTY XX, INC. BALANCED CARE REALTY XXI, INC. BALANCED CARE REALTY XXII, INC. BALANCED CARE REALTY XXIII, INC. BALANCED CARE REALTY XXIV, INC. BALANCED CARE REALTY XXV, INC. By:/s/Robin L. Barber Name: Robin L. Barber Title: Vice President and Secretary 9 10 PLEDGOR: BALANCED CARE REALTY XXVI, INC. BALANCED CARE REALTY XXVII, INC. BALANCED CARE REALTY XXVIII, INC. BALANCED CARE REALTY XXIX, INC. BALANCED CARE REALTY XXX, INC. BALANCED CARE REALTY XXXI, INC. BALANCED CARE REALTY XXXII, INC. BALANCED CARE REALTY XXXIII, INC. BALANCED CARE REALTY XXXIV, INC. BALANCED CARE REALTY XXXV, INC. BALANCED CARE REALTY XXXVI, INC. BALANCED CARE REALTY XXXVII, INC. BALANCED CARE REALTY XXXVIII, INC. BALANCED CARE REALTY XXXIX, INC. BCC AT HARRISBURG, INC. BALANCED CARE AT TALLAHASSEE, INC. BALANCED CARE AT PENSACOLA, INC. BALANCED CARE AT HILLIARD, INC. BALANCED CARE AT AKRON, INC. BALANCED CARE AT YORK INC. BALANCED CARE AT HAGERSTOWN, INC. BALANCED CARE AT BRISTOL, INC. BALANCED CARE AT JOHNSON CITY, INC. BALANCED CARE AT MURFREESBORO, INC. BALANCED CARE AT TEAY VALLEY, INC. BALANCED CARE AT LAKEMONT FARMS, INC. By:/s/Robin L. Barber Name: Robin L. Barber Title: Vice President and Secretary 10 11 COMPANIES: BALANCED CARE REALTY AT ALTOONA, INC. BALANCED CARE REALTY AT BERWICK, INC. BALANCED CARE REALTY AT LEWISTOWN, INC. BALANCED CARE REALTY AT MANSFIELD, INC. BALANCED CARE REALTY AT MARTINSBURG, INC. BALANCED CARE REALTY AT MAUMELLE, INC. BALANCED CARE REALTY AT MOUNTAIN HOME, INC. BALANCED CARE REALTY AT PECKVILLE, INC. BALANCED CARE REALTY AT READING, INC. BALANCED CARE REALTY AT SCRANTON, INC. BALANCED CARE REALTY AT SHERWOOD, INC. BALANCED CARE REALTY AT STATE COLLEGE, INC. BCC AT WEST VIEW, INC BCC AT MID-VALLEY, INC. BCC AT OLD FORGE, INC BCC AT BLOOMSBURG, INC. BCC AT KINGSTON I, INC. BCC AT KINGSTON II, INC. BCC AT BLAKELY, INC. EXTENDED CARE OPERATORS OF HARRISBURG, L.L.C. BCC AT HARRISBURG, INC. C & G HEALTHCARE AT TALLAHASEE, L.L.C. C & G HEALTHCARE AT PENSACOLA L.L.C. ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC ELDER CARE OPERATORS OF HILLIARD, LLC ELDER CARE OPERATORS OF AKRON, LLC ELDER CARE OPERATORS OF YORK, LLC C & G HEALTHCARE AT HAGERSTOWN LLC ELDER CARE OPERATORS OF BRISTOL LLC 11 12 By:/s/Robin L. Barber Name: Robin L. Barber Title: Vice President and Secretary COMPANIES: C & G HEALTH CARE AT JOHNSON CITY, L.C.C. ELDER CARE OPERATORS OF MURFREESBORO LLC C & G HEALTHCARE AT TEAY'S VALLEY L.C.C. BALANCED CARE AT TALLAHASSEE, INC. BALANCED CARE AT PENSACOLA, INC. BALANCED CARE AT LAKEMONT FARMS, INC. BALANCED CARE AT HILLIARD, INC. BALANCED CARE AT AKRON, INC. BALANCED CARE AT YORK, INC. BALANCED CARE AT HAGERSTOWN, INC. BALANCED CARE AT BRISTOL, INC. BALANCED CARE AT JOHNSON CITY, INC. BALANCED CARE AT MURFREESBORO, INC. BALANCED CARE AT TEAY'S VALLEY, INC. BCC AT DARLINGTON, INC. BALANCED CARE AT BUTLER, INC. BALANCED CARE AT EYERS GROVE, INC. BALANCED CARE AT NORTH RIDGE, INC. BALANCED CARE AT SARVER, INC. By:/s/Robin L. Barber Name: Robin L. Barber Title: Vice President and Secretary 12 13 AGENT: VXM INVESTMENTS LIMITED, as Agent By:/s/J.B. Unsworth Name: J.B. Unsworth Title:Director LENDERS: VXM INVESTMENTS LIMITED, as Lender By:/s/J.B. Unsworth Name: J.B. Unsworth Title:Director HR INVESTMENTS LIMITED By:/s/J.B. Unsworth Name: J.B. Unsworth Title:Director RH INVESTMENTS LIMITED By:/s/J.B. Unsworth Name: J.B. Unsworth Title:Director 13 14 SCHEDULE 1 SUBSIDIARIES 1 Balanced Care Realty at Altoona, Inc. 2 Balanced Care Realty at Berwick, Inc. 3 Balanced Care Realty at Lewistown, Inc. 4 Balanced Care Realty at Mansfield, Inc. 5 Balanced Care Realty at Martinsburg, Inc. 6 Balanced Care Realty at Maumelle, Inc. 7 Balanced Care Realty at Mountain Home, Inc. 8 Balanced Care Realty at Peckville, Inc. 9 Balanced Care Realty at Reading, Inc. 10 Balanced Care Realty at Scranton, Inc. 11 Balanced Care Realty at Sherwood, Inc. 12 Balanced Care Realty at State College, Inc. 13 BCC at West View, Inc. 14 BCC at Mid-Valley, Inc. 15 BCC at Old Forge, Inc. 16 BCC at Bloomsburg, Inc. 17 BCC at Kingston I, Inc. 18 BCC at Kingston II, Inc. 19 BCC at Blakely, Inc. 20 BCC at Harrisburg, Inc. 21 Extended Care Operators of Harrisburg, L.L.C. 22 C & G Healthcare at Tallahasee, L.L.C. 23 C & G Healthcare at Pensacola L.L.C. 24 Elder Care Operators of Lakemont Farms, LLC 25 Elder Care Operators of Hilliard, LLC 26 Elder Care Operators of Akron, LLC 27 Elder Care Operators of York, LLC 28 C & G Healthcare at Hagerstown LLC 29 Elder Care Operators of Bristol LLC 30 C & G Health Care at Johnson City, L.C.C. 31 Elder Care Operators of Murfreesboro LLC 32 C & G Healthcare at Teay's Valley L.C.C. 33 Balanced Care at Tallahassee, Inc. 34 Balanced Care at Pensacola, Inc. 35 Balanced Care at Lakemont Farms, Inc. 36 Balanced Care at Hilliard, Inc. 37 Balanced Care at Akron, Inc. 38 Balanced Care at York, Inc. 39 Balanced Care at Hagerstown, Inc. 40 Balanced Care at Bristol, Inc. 41 Balanced Care at Johnson City, Inc. 42 Balanced Care at Murfreesboro, Inc. 43 Balanced Care at Teay's Valley, Inc. 14 15 44 BCC at Darlington, Inc. 45 Balanced Care at Butler, Inc. 46 Balanced Care at Eyers Grove, Inc. 47 Balanced Care at North Ridge, Inc. 48 Balanced Care at Sarver, Inc. 15 16 SCHEDULE 2 COMPANIES BALANCED CARE REALTY AT ALTOONA, INC. BALANCED CARE REALTY AT BERWICK, INC. BALANCED CARE REALTY AT LEWISTOWN, INC. BALANCED CARE REALTY AT MANSFIELD, INC. BALANCED CARE REALTY AT MARTINSBURG, INC. BALANCED CARE REALTY AT MAUMELLE, INC. BALANCED CARE REALTY AT MOUNTAIN HOME, INC. BALANCED CARE REALTY AT PECKVILLE, INC. BALANCED CARE REALTY AT READING, INC. BALANCED CARE REALTY AT SCRANTON, INC. BALANCED CARE REALTY AT SHERWOOD, INC. BALANCED CARE REALTY AT STATE COLLEGE, INC. BCC AT WEST VIEW, INC. BCC AT MID-VALLEY, INC. BCC AT OLD FORGE, INC. BCC AT BLOOMSBURG, INC. BCC AT KINGSTON I, INC. BCC AT KINGSTON II, INC. BCC AT BLAKELY, INC. EXTENDED CARE OPERATORS OF HARRISBURG, L.L.C. BCC AT HARRISBURG, INC. C & G HEALTHCARE AT TALLAHASEE, L.L.C. C & G HEALTHCARE AT PENSACOLA L.L.C. ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC ELDER CARE OPERATORS OF HILLIARD, LLC ELDER CARE OPERATORS OF AKRON, LLC ELDER CARE OPERATORS OF YORK, LLC C & G HEALTHCARE AT HAGERSTOWN LLC ELDER CARE OPERATORS OF BRISTOL LLC C & G HEALTH CARE AT JOHNSON CITY, L.C.C. ELDER CARE OPERATORS OF MURFREESBORO LLC C & G HEALTHCARE AT TEAY'S VALLEY L.C.C. BALANCED CARE AT TALLAHASSEE, INC. BALANCED CARE AT PENSACOLA, INC. BALANCED CARE AT LAKEMONT FARMS, INC. BALANCED CARE AT HILLIARD, INC. BALANCED CARE AT AKRON, INC. BALANCED CARE AT YORK, INC. BALANCED CARE AT HAGERSTOWN, INC. BALANCED CARE AT BRISTOL, INC. BALANCED CARE AT JOHNSON CITY, INC. BALANCED CARE AT MURFREESBORO, INC. 16 17 BALANCED CARE AT TEAY'S VALLEY, INC. BCC AT DARLINGTON, INC. BALANCED CARE AT BUTLER, INC. BALANCED CARE AT EYERS GROVE, INC. BALANCED CARE AT NORTH RIDGE, INC. BALANCED CARE AT SARVER, INC. 17 18 SCHEDULE 3 CERTIFICATES

18 19 Realty at Altoona, Care Realty Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at Altoona, Care Realty Inc. XIII, Inc. Balanced Care Balanced 15 25 Realty at Altoona, Care Realty Inc. XIV, Inc. Balanced Care Balanced 16 25 Realty at Altoona, Care Realty Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at Altoona, Care Realty Inc. XVI, Inc. Balanced Care Balanced 18 25 Realty at Altoona, Care Realty Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at Altoona, Care Realty Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at Altoona, Care Realty Inc. XIX, Inc. Balanced Care Balanced 21 25 Realty at Altoona, Care Realty Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at Altoona, Care Realty Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at Altoona, Care Realty Inc. XXII, Inc. Balanced Care Balanced 24 25 Realty at Altoona, Care Realty Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at Altoona, Care Realty Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at Altoona, Care Realty Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at Altoona, Care Realty

19 20 Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at Altoona, Care Realty Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at Altoona, Care Realty Inc. XXVIII, Inc. Balanced Care Balanced 30 25 Realty at Altoona, Care Realty Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at Altoona, Care Realty Inc. XXX, Inc. Balanced Care Balanced 32 25 Realty at Altoona, Care Realty Inc. XXXI, Inc. Balanced Care Balanced 33 25 Realty at Altoona, Care Realty Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at Altoona, Care Realty Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at Altoona, Care Realty Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at Altoona, Care Realty Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at Altoona, Care Realty Inc. XXXVI, Inc. Balanced Care Balanced 38 25 Realty at Altoona, Care Realty Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at Altoona, Care Realty Inc. XXXVIII, Inc Balanced Care Balanced 40 25 Realty at Altoona, Care Realty Inc. XXXIX, Inc. Balanced Care Balanced 1 25 Realty at Berwick, Care

20 21 Inc. Corporation Balanced Care Balanced 2 25 Realty Berwick, Care Realty Inc. I, Inc. Balanced Care Balanced 3 25 Realty Berwick, Care Realty Inc. II, Inc. Balanced Care Balanced 4 25 Realty Berwick, Care Realty Inc. III, Inc. Balanced Care Balanced 5 25 Realty at Berwick, Care Realty Inc. IV, Inc. Balanced Care Balanced 6 25 Realty at Berwick, Care Realty Inc. V, Inc. Balanced Care Balanced 7 25 Realty at Berwick, Care Realty Inc. VI, Inc. Balanced Care Balanced 8 25 Realty at Berwick, Care Realty Inc. VII, Inc. Balanced Care Balanced 9 25 Realty at Berwick, Care Realty Inc. VIII, Inc. Balanced Care Balanced 10 25 Realty at Berwick, Care Realty Inc. IX, Inc. Balanced Care Balanced 11 25 Realty at Berwick, Care Realty Inc. X, Inc. Balanced Care Balanced 12 25 Realty at Berwick, Care Realty Inc. XI, Inc. Balanced Care Balanced 13 25 Realty at Berwick, Care Realty Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at Berwick, Care Realty Inc. XIII, Inc. Balanced Care Balanced 15 25 Realty at Berwick, Care Realty Inc. XIV, Inc.

21 22 Balanced Care Balanced 16 25 Realty at Berwick, Care Realty Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at Berwick, Care Realty Inc. XVI, Inc. Balanced Care Balanced 18 25 Realty at Berwick, Care Realty Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at Berwick, Care Realty Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at Berwick, Care Realty Inc. XIX, Inc. Balanced Care Balanced 21 25 Realty at Berwick, Care Realty Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at Berwick, Care Realty Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at Berwick, Care Realty Inc. XXII, Inc. Balanced Care Balanced 24 25 Realty at Berwick, Care Realty Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at Berwick, Care Realty Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at Berwick, Care Realty Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at Berwick, Care Realty Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at Berwick, Care Realty Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at Berwick, Care Realty Inc. XXVIII, Inc. Balanced Care Balanced 30 25

22 23 Realty at Berwick, Care Realty Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at Berwick, Care Realty Inc. XXX, Inc. Balanced Care Balanced 32 25 Realty at Berwick, Care Realty Inc. XXXI, Inc. Balanced Care Balanced 33 25 Realty at Berwick, Care Realty Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at Berwick, Care Realty Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at Berwick, Care Realty Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at Berwick, Care Realty Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at Berwick, Care Realty Inc. XXXVI, Inc. Balanced Care Balanced 38 25 Realty at Berwick, Care Realty Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at Berwick, Care Realty Inc. XXXVIII, Balanced Care Balanced 40 25 Realty at Berwick, Care Realty Inc. XXXIX, Inc. Balanced Care Balanced 1 25 Realty at Care Lewistown, Inc. Corporation Balanced Care Balanced 2 25 Realty at Care Realty Lewistown, Inc. I, Inc. Balanced Care Balanced 3 25 Realty at Care Realty Lewistown, Inc. II, Inc. Balanced Care Balanced 4 25

23 24 Realty at Care Realty Lewistown, Inc. III, Inc. Balanced Care Balanced 5 25 Realty at Care Realty Lewistown, Inc. IV, Inc. Balanced Care Balanced 6 25 Realty at Care Realty Lewistown, Inc. V, Inc. Balanced Care Balanced 7 25 Realty at Care Realty Lewistown, Inc. VI, Inc. Balanced Care Balanced 8 25 Realty at Care Realty Lewistown, Inc. VII, Inc. Balanced Care Balanced 9 25 Realty at Care Realty Lewistown, Inc. VIII, Inc. Balanced Care Balanced 10 25 Realty at Care Realty Lewistown, Inc. IX, Inc. Balanced Care Balanced 11 25 Realty at Care Realty Lewistown, Inc. X, Inc. Balanced Care Balanced 12 25 Realty at Care Realty Lewistown, Inc. XI, Inc. Balanced Care Balanced 13 25 Realty at Care Realty Lewistown, Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at Care Realty Lewistown, Inc. XIII, Inc. Balanced Care Balanced 15 25 Realty at Care Realty Lewistown, Inc. XIV, Inc. Balanced Care Balanced 16 25 Realty at Care Realty Lewistown, Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at Care Realty Lewistown, Inc. XVI, Inc. Balanced Care Balanced 18 25 Realty at Care Realty

24 25 Lewistown, Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at Care Realty Lewistown, Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at Care Realty Lewistown, Inc. XIX, Inc. Balanced Care Balanced 21 25 Realty at Care Realty Lewistown, Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at Care Realty Lewistown, Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at Care Realty Lewistown, Inc. XXII, Inc. Balanced Care Balanced 24 25 Realty at Care Realty Lewistown, Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at Care Realty Lewistown, Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at Care Realty Lewistown, Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at Care Realty Lewistown, Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at Care Realty Lewistown, Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at Care Realty Lewistown, Inc. XXVIII, Inc. Balanced Care Balanced 30 25 Realty at Care Realty Lewistown, Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at Care Realty Lewistown, Inc. XXX, Inc. Balanced Care Balanced 32 25 Realty at Care Realty Lewistown, Inc. XXXI, Inc.

25 26 Balanced Care Balanced 33 25 Realty at Care Realty Lewistown, Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at Care Realty Lewistown, Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at Care Realty Lewistown, Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at Care Realty Lewistown, Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at Care Realty Lewistown, Inc. XXXVI, Inc. Balanced Care Balanced 38 25 Realty at Care Realty Lewistown, Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at Care Realty Lewistown, Inc. XXXVIII, Inc. Balanced Care Balanced 40 25 Realty at Care Realty Lewistown, Inc. XXXIX, Inc. Balanced Care Balanced 1 25 Realty at Care Peckville, Inc. Corporation Balanced Care Balanced 2 25 Realty at Care Realty Peckville, Inc. I, Inc. Balanced Care Balanced 3 25 Realty at Care Realty Peckville, Inc. II, Inc. Balanced Care Balanced 4 25 Realty at Care Realty Peckville, Inc. III, Inc. Balanced Care Balanced 5 25 Realty at Care Realty Peckville, Inc. IV, Inc. Balanced Care Balanced 6 25 Realty at Care Realty Peckville, Inc. V, Inc.

26 27 Balanced Care Balanced 7 25 Realty at Care Realty Peckville, Inc. VI, Inc. Balanced Care Balanced 8 25 Realty at Care Realty Peckville, Inc. VII, Inc. Balanced Care Balanced 9 25 Realty at Care Realty Peckville, Inc. VIII, Inc. Balanced Care Balanced 10 25 Realty at Care Realty Peckville, Inc. IX, Inc. Balanced Care Balanced 11 25 Realty at Care Realty Peckville, Inc. X, Inc. Balanced Care Balanced 12 25 Realty at Care Realty Peckville, Inc. XI, Inc. Balanced Care Balanced 13 25 Realty at Care Realty Peckville, Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at Care Realty Peckville, Inc. XIII, Inc. Balanced Care Balanced 15 25 Realty at Care Realty Peckville, Inc. XIV, Inc. Balanced Care Balanced 16 25 Realty at Care Realty Peckville, Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at Care Realty Peckville, Inc. XVI, Inc. Balanced Care Balanced 18 25 Realty at Care Realty Peckville, Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at Care Realty Peckville, Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at Care Realty Peckville, Inc. XIX, Inc. Balanced Care Balanced 21 25

27 28 Realty at Care Realty Peckville, Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at Care Realty Peckville, Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at Care Realty Peckville, Inc. XXII, Inc. Balanced Care Balanced 24 25 Realty at Care Realty Peckville, Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at Care Realty Peckville, Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at Care Realty Peckville, Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at Care Realty Peckville, Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at Care Realty Peckville, Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at Care Realty Peckville, Inc. XXVIII, Inc. Balanced Care Balanced 30 25 Realty at Care Realty Peckville, Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at Care Realty Peckville, Inc. XXX, Inc. Balanced Care Balanced 32 25 Realty at Care Realty Peckville, Inc. XXXI, Inc. Balanced Care Balanced 33 25 Realty at Care Realty Peckville, Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at Care Realty Peckville, Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at Care Realty

28 29 Peckville, Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at Care Realty Peckville, Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at Care Realty Peckville, Inc. XXXVI, Inc. Balanced Care Balanced 38 25 Realty at Care Realty Peckville, Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at Care Realty Peckville, Inc. XXXVIII, Inc. Balanced Care Balanced 40 25 Realty at Care Realty Peckville, Inc. XXXIX, Inc. Balanced Care Balanced 1 25 Realty at Reading, Care Inc. Corporation Balanced Care Balanced 2 25 Realty at Reading, Care Realty Inc. I, Inc. Balanced Care Balanced 3 25 Realty at Reading, Care Realty Inc. II, Inc. Balanced Care Balanced 4 25 Realty at Reading, Care Realty Inc. III, Inc. Balanced Care Balanced 5 25 Realty at Reading, Care Realty Inc. IV, Inc. Balanced Care Balanced 6 25 Realty at Reading, Care Realty Inc. V, Inc. Balanced Care Balanced 7 25 Realty at Reading, Care Realty Inc. VI, Inc. Balanced Care Balanced 8 25 Realty at Reading, Care Realty Inc. VII, Inc. Balanced Care Balanced 9 25 Realty at Reading, Care Realty

29 30 Inc. VIII, Inc. Balanced Care Balanced 10 25 Realty at Reading, Care Realty Inc. IX, Inc. Balanced Care Balanced 11 25 Realty at Reading, Care Realty Inc. X, Inc. Balanced Care Balanced 12 25 Realty at Reading, Care Realty Inc. XI, Inc. Balanced Care Balanced 13 25 Realty at Reading, Care Realty Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at Reading, Care Realty Inc. XIII, Inc. Balanced Care Balanced 15 25 Realty at Reading, Care Realty Inc. XIV, Inc. Balanced Care Balanced 16 25 Realty at Reading, Care Realty Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at Reading, Care Realty Inc. XVI, Inc. Balanced Care Balanced 18 25 Realty at Reading, Care Realty Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at Reading, Care Realty Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at Reading, Care Realty Inc. XIX, Inc. Balanced Care Balanced 21 25 Realty at Reading, Care Realty Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at Reading, Care Realty Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at Reading, Care Realty Inc. XXII, Inc.

30 31 Balanced Care Balanced 24 25 Realty at Reading, Care Realty Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at Reading, Care Realty Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at Reading, Care Realty Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at Reading, Care Realty Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at Reading, Care Realty Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at Reading, Care Realty Inc. XXVIII, Inc. Balanced Care Balanced 30 25 Realty at Reading, Care Realty Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at Reading, Care Realty Inc. XXX, Inc. Balanced Care Balanced 32 25 Realty at Reading, Care Realty Inc. XXXI, Inc. Balanced Care Balanced 33 25 Realty at Reading, Care Realty Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at Reading, Care Realty Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at Reading, Care Realty Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at Reading, Care Realty Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at Reading, Care Realty Inc. XXXVI, Inc. Balanced Care Balanced 38 25

31 32 Realty at Reading, Care Realty Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at Reading, Care Realty Inc. XXXVIII, Inc. Balanced Care Balanced 40 25 Realty at Reading, Care Realty Inc. XXXIX, Inc. Balanced Care Balanced 1 25 Realty at Scranton, Care Inc. Corporation Balanced Care Balanced 2 25 Realty Scranton, Care Realty Inc. I, Inc. Balanced Care Balanced 3 25 Realty Scranton, Care Realty Inc. II, Inc. Balanced Care Balanced 4 25 Realty at Scranton, Care Realty Inc. III, Inc. Balanced Care Balanced 5 25 Realty at Scranton, Care Realty Inc. IV, Inc. Balanced Care Balanced 6 25 Realty at Scranton, Care Realty Inc. V, Inc. Balanced Care Balanced 7 25 Realty at Scranton, Care Realty Inc. VI, Inc. Balanced Care Balanced 8 25 Realty at Scranton, Care Realty Inc. VII, Inc. Balanced Care Balanced 9 25 Realty at Scranton, Care Realty Inc. VIII, Inc. Balanced Care Balanced 10 25 Realty at Scranton, Care Realty Inc. IX, Inc. Balanced Care Balanced 11 25 Realty at Scranton, Care Realty Inc. X, Inc. Balanced Care Balanced 12 25

32 33 Realty at Scranton, Care Realty Inc. XI, Inc. Balanced Care Balanced 13 25 Realty at Scranton, Care Realty Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at Scranton, Care Realty Inc. XIII, Inc. Balanced Care Balanced 15 25 Realty at Scranton, Care Realty Inc. XIV, Inc. Balanced Care Balanced 16 25 Realty at Scranton, Care Realty Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at Scranton, Care Realty Inc. XVI, Inc. Balanced Care Balanced 18 25 Realty at Scranton, Care Realty Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at Scranton, Care Realty Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at Scranton, Care Realty Inc. XIX, Inc. Balanced Care Balanced 21 25 Realty at Scranton, Care Realty Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at Scranton, Care Realty Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at Scranton, Care Realty Inc. XXII, Inc. Balanced Care Balanced 24 25 Realty at Scranton, Care Realty Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at Scranton, Care Realty Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at Scranton, Care Realty

33 34 Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at Scranton, Care Realty Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at Scranton, Care Realty Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at Scranton, Care Realty Inc. XXVIII, Inc. Balanced Care Balanced 30 25 Realty at Scranton, Care Realty Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at Scranton, Care Realty Inc. XXX, Inc. Balanced Care Balanced 32 25 Realty at Scranton, Care Realty Inc. XXXI, Inc. Balanced Care Balanced 33 25 Realty at Scranton, Care Realty Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at Scranton, Care Realty Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at Scranton, Care Realty Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at Scranton, Care Realty Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at Scranton, Care Realty Inc. XXXVI, Inc. Balanced Care Balanced 38 25 Realty at Scranton, Care Realty Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at Scranton, Care Realty Inc. XXXVIII, Inc. Balanced Care Balanced 40 25 Realty at Scranton, Care Realty

34 35 Inc. XXXIX, Balanced Care Balanced 1 25 Realty at State Care College, Inc. Corporation Balanced Care Balanced 2 25 Realty at State Care Realty College, Inc. I, Inc. Balanced Care Balanced 3 25 Realty at State Care Realty College, Inc. II, Inc. Balanced Care Balanced 4 25 Realty at State Care Realty College, Inc. III, Inc. Balanced Care Balanced 5 25 Realty at State Care Realty College, Inc. IV, Inc. Balanced Care Balanced 6 25 Realty at State Care Realty College, Inc. V, Inc. Balanced Care Balanced 7 25 Realty at State Care Realty College, Inc. VI, Inc. Balanced Care Balanced 8 25 Realty at State Care Realty College, Inc. VII, Inc. Balanced Care Balanced 9 25 Realty at State Care Realty College, Inc. VIII, Inc. Balanced Care Balanced 10 25 Realty at State Care Realty College, Inc. IX, Inc. Balanced Care Balanced 11 25 Realty at State Care Realty College, Inc. X, Inc. Balanced Care Balanced 12 25 Realty at State Care Realty College, Inc. XI, Inc. Balanced Care Balanced 13 25 Realty at State Care Realty College, Inc. XII, Inc. Balanced Care Balanced 14 25 Realty at State Care Realty College, Inc. XIII, Inc.

35 36 Balanced Care Balanced 15 25 Realty at State Care Realty College, Inc. XIV, Inc. Balanced Care Balanced 16 25 Realty at State Care Realty College, Inc. XV, Inc. Balanced Care Balanced 17 25 Realty at State Care Realty College, Inc. XVI, Inc.

36 37 Balanced Care Balanced 18 25 Realty at State Care Realty College, Inc. XVII, Inc. Balanced Care Balanced 19 25 Realty at State Care Realty College, Inc. XVIII, Inc. Balanced Care Balanced 20 25 Realty at State Care Realty College, Inc. XIX, Inc. Balanced Care Balanced 21 25 Realty at State Care Realty College, Inc. XX, Inc. Balanced Care Balanced 22 25 Realty at State Care Realty College, Inc. XXI, Inc. Balanced Care Balanced 23 25 Realty at State Care Realty College, Inc. XXII, Inc. Balanced Care Balanced 24 25 Realty at State Care Realty College, Inc. XXIII, Inc. Balanced Care Balanced 25 25 Realty at State Care Realty College, Inc. XXIV, Inc. Balanced Care Balanced 26 25 Realty at State Care Realty College, Inc. XXV, Inc. Balanced Care Balanced 27 25 Realty at State Care Realty College, Inc. XXVI, Inc. Balanced Care Balanced 28 25 Realty at State Care Realty College, Inc. XXVII, Inc. Balanced Care Balanced 29 25 Realty at State Care Realty College, Inc. XXVIII, Inc. Balanced Care Balanced 30 25 Realty at State Care Realty College, Inc. XXIX, Inc. Balanced Care Balanced 31 25 Realty at State Care Realty College, Inc. XXX, Inc.

37 38 Balanced Care Balanced 32 25 Realty at State Care Realty College, Inc. XXXI, Inc. Balanced Care Balanced 33 25 Realty at State Care Realty College, Inc. XXXII, Inc. Balanced Care Balanced 34 25 Realty at State Care Realty College, Inc. XXXIII, Inc. Balanced Care Balanced 35 25 Realty at State Care Realty College, Inc. XXXIV, Inc. Balanced Care Balanced 36 25 Realty at State Care Realty College, Inc. XXXV, Inc. Balanced Care Balanced 37 25 Realty at State Care Realty College, Inc. XXXVI, Inc. Balanced Care Balanced 38 25 Realty at State Care Realty College, Inc. XXXVII, Inc. Balanced Care Balanced 39 25 Realty at State Care Realty College, Inc. XXXVIII, Inc. Balanced Care Balanced 40 25 Realty at State Care Realty College, Inc. XXXIX, Inc. Balanced Care Balanced 1 1,000 Realty at Care Mansfield, Inc. Corporation Balanced Care Balanced 1 1,000 Realty at Care Martinsburg, Inc. Corporation Balanced Care Balanced 1 1,000 Realty at Maumelle, Care Inc. Corporation Balanced Care Balanced 1 1,000 Realty at Mountain Care Home, Inc. Corporation Balanced Care Balanced 1 1,000 Realty at Sherwood, Care Inc. Corporation

38 39 Extended Care BCC 6 100 Operators of Harrisburg, Harrisburg, L.L.C Inc. C&G Healthcare at Balanced 002 100 Tallahassee, L.L.C Care Tallahassee, Inc. C&G Healthcare at Balanced 002 100 Pensacola, L.L.C Care Pensacola, Inc. Elder Care Balanced 006 100 Operators of Care Lakemont Farms, LLC Lakemont Farms, Inc. Elder Care Balanced 006 100 Operators of Care Hilliard, LLC Hilliard, Inc. Elder Care Balanced 006 100 Operators of Akron, Care Akron, LLC Inc. Elder Care Balanced 006 100 Operators of York, Care York, LLC Inc. C&G Healthcare at Balanced 002 100 Hagerstown, L.L.C Care Hagerstown, Inc. Elder Care Balanced 006 100 Operators of Care Bristol, LLC Bristol, Inc. C&G Healthcare of Balanced 002 100 Johnson City, Care Johnson L.L.C City, Inc. Elder Care Balanced 006 100 Operators of Care Murfreesboro, LLC Murfreesboro, Inc. C&G Healthcare at Balanced 002 100 Teay's Valley Care Teay's L.L.C Valley, Inc.

39 40 BCC at West View, Balanced 1 1,000 Inc. Care Corporation BCC at Mid-Valley, Balanced 1 1,000 Inc. Care Corporation BCC at Old Forge, Balanced 1 1,000 Inc. Care Corporation BCC at Bloomsburg, Balanced 1 1,000 Inc. Care Corporation BCC at Kingston I, Balanced 1 1,000 Inc. Care Corporation BCC at Kingston II, Balanced 1 1,000 Inc. Care Corporation BCC at Blakely, Balanced 1 1,000 Inc. Care Corporation BCC at Harrisburg, Balanced 1 1,000 Inc. Care Corporation Balanced Care at Balanced 1 1,000 Tallahassee, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Pensacola, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Lakemont Farms, Care Inc. Corporation Balanced Care at Balanced 1 1,000 Hilliard, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Akron, Inc. Care Corporation Balanced Care at Balanced 2 1,000 York, Inc. Care Corporation Balanced Care at Balanced 1 1,000

40 41 Hagerstown, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Bristol, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Johnson City, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Murfreesboro, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Teay's Valley, Inc. Care Corporation BCC at Darlington, Balanced 1 1,000 Inc. Care Corporation Balanced Care at Balanced 1 1,000 Butler, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Eyers Grove, Inc. Care Corporation Balanced Care at Balanced 1 1,000 North Ridge, Inc. Care Corporation Balanced Care at Balanced 1 1,000 Sarver, Inc. Care Corporation

41