Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 1 of 13

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1 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 1 of 13 The following constitutes the ruling of the court and has the force and effect therein described. Signed December 28, 2018 United States Bankruptcy Judge IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Chapter 11 Senior Care Centers, LLC, et al., 1 Case No (BJH) Debtors. (Jointly Administered) FINAL ORDER (I) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE; (II) APPROVING THE DEBTORS PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOR POSTPETITION SERVICES; AND (III) ESTABLISHING PROCEDURES FOR RESOLVING REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE OF PAYMENT Upon the motion (the Motion ) 2 of the Debtors for entry of an order (this Final Order ) (i) prohibiting Utility Providers from altering, refusing or discontinuing service; (ii) approving the Debtors Proposed Adequate Assurance of payment for postpetition services; and (iii) establishing procedures for resolving requests for additional adequate assurance of payment; the Court having reviewed the Motion and the First Day Declaration; and the Court having 1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, is attached hereto as Exhibit 1. 2 A list of definitions from the Motion is attached hereto as Exhibit 2.

2 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 2 of 13 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 consent 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 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 therefore, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED as set forth herein. 1. All objections to the entry of this Final Order, to the extent not withdrawn or settled, are overruled. 2. The Debtors are authorized to pay on a timely basis, in accordance with their prepetition practices, all undisputed invoices for Utility Services rendered by the Utility Providers to the Debtors after the Petition Date. 3. To the extend not otherwise already done, the Debtors shall provide an adequate assurance deposit for all Utility Providers by depositing $791,000.00, which is equal to the estimated cost for two weeks of Utility Services (the Adequate Assurance Deposit ). The Adequate Assurance Deposit will be deposited into a separate bank account with a bank that has signed a uniform deposit agreement ( UDA ) with the North District of Texas (the Adequate Assurance Deposit Account ).

3 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 3 of The Proposed Adequate Assurance comprises the Adequate Assurance Deposit and the Debtors ability to pay for future utility services in the ordinary course of business and constitutes sufficient adequate assurance of future payment to the Utility Providers to satisfy the requirements of Bankruptcy Code section The Utility Providers are prohibited from (a) altering, refusing, or discontinuing Utility Services to, or discriminating against, the Debtors on the basis of the commencement of the Chapter 11 Cases or on account of any unpaid prepetition charges; (b) drawing upon any existing security deposit, surety bond, or other form of security to secure future payment for utility services; or (c) requiring additional adequate assurance of payment other than the Proposed Adequate Assurance, as a condition of the Debtors continuing to receive Utility Services. 6. The following adequate assurance procedures (the Adequate Assurance Procedures ) are approved: a. Within two (2) business days of the date the Final Order is docketed, the Debtors will mail a copy of the Final Order to the Utility Providers on the Utility Providers List; b. If a Utility Provider is not satisfied with the Proposed Adequate Assurance and seeks additional assurance of payment in the form of a deposit, letter of credit, prepayment, or otherwise, it must serve an Additional Assurance Request upon: (i) proposed counsel to the Debtors, Polsinelli PC (Attn: Trey A. Monsour); (ii) counsel to CIBC Bank USA, Duane Morris LLP (Attn: John Weiss); and (iii) counsel to the Committee (together, the Notice Parties ); c. Each Additional Assurance Request must (i) be made in writing; (ii) set forth all location(s) for which utility services are provided and the relevant account number(s); (iii) include a summary of the Debtors payment history relevant to the affected account(s); (iv) describe any deposits or other security currently held by the requesting Utility Provider; and (v) identify and explain the basis of the Utility Provider s proposed adequate assurance requirement under Bankruptcy Code section 366(c)(2);

4 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 4 of 13 d. Upon the Notice Parties receipt of an Additional Assurance Request, the Debtors shall promptly negotiate with such Utility Provider to resolve such Utility Provider s Additional Assurance Request; e. The Debtors may, upon fourteen (14) days notice to the Court and Notice Parties, resolve an Additional Assurance Request, or modify an existing Adequate Assurance Request, by mutual agreement with the requesting Utility Provider. If there are no objections, the Debtors may, in connection with any such agreement, provide a Utility Provider with additional adequate assurance of future payment, including, but not limited to, cash deposits, prepayments, letters of credit, and/or other forms of security, or reduce the Adequate Assurance Deposit by an amount not exceeding the requesting Utility Provider s estimated two-week utility expense; f. If the Debtors determine that a timely received Additional Assurance Request is not reasonable and is unable to reach an alternative resolution with the applicable Utility Provider, the Debtors shall, after conferring with the Utility Provider and the Courtroom Deputy, calendar the matter (the Adequate Assurance Dispute ) for the next regularly scheduled omnibus hearing to determine the adequacy of assurance of payment pursuant to Bankruptcy Code section 366(c)(3); g. Pending resolution of any such Adequate Assurance Dispute, any such Utility Provider shall be prohibited from altering, refusing, or discontinuing service to the Debtors on account of unpaid charges for prepetition services, the filing of the Chapter 11 Cases, or any objection to the adequacy of the Proposed Adequate Assurance; h. Upon the termination of Utility Services, the Debtors may, in their discretion and upon fourteen (14) days notice to the parties in interest, Notice Parties, and all affected Utility Providers, reduce the Adequate Assurance Deposit by an amount not exceeding, for each of the Utility Services being discontinued, the lesser of (a) the estimated two-week utility expense for such Utility Services, and (b) the amount of the Adequate Assurance Deposit then attributable to the applicable Utility Provider, provided that there are no outstanding disputes related to postposition amounts due. 7. The Debtors may supplement the Utility Providers List without further order of the Court with Additional Utility Providers if such Additional Utility Providers were inadvertently omitted from the Utility Providers List, and the Debtors will file as soon as practicable with the Court a notice containing a supplement to Exhibit D annexed to the Motion that adds the name of any Additional Utility Provider to the Utility Providers List. The Debtors

5 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 5 of 13 will then serve by or by facsimile transmission (or, where the Debtors does not have the address or fax number of an Additional Utility Provider, by First Class Mail) a copy of the Motion and this Final Order on any Additional Utility Provider. The Debtors will also supplement the Adequate Assurance Deposit in an amount equal to 50% of the Debtors average monthly utility consumption over the course of 12 months for an added Utility Provider. Additional Utility Providers shall have twenty-one (21) days, from the date the notice was issued, to object to the form of Adequate Assurance being provided. 8. The Debtors may amend the Utility Service List to delete a Utility Provider, or may seek to terminate a Utility Provider, upon fourteen (14) days notice to the parties in interest and all affected Utility Providers and only if the Debtors have not received any objection from such Utility Provide or any other parties in interest. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date, or such other date that the Debtors and the Utility Provider may agree. The Debtors shall not deduct from the Adequate Assurance Deposit the amount set aside for any Utility Provider that the Debtors seeks to terminate or delete from Exhibit D unless and until the two week notice period has passed and the Debtors have not received any objection to termination or deletion from such Utility Provider or any parties in interest, or until any such objection has been resolved consensually or by order of the Court. 9. No money may be withdrawn from the Adequate Assurance Deposit Account except (a) in compliance with the Adequate Assurance Procedures, (b) by mutual agreement of the Debtors and the applicable Utility Provider, or (c) by further order of the Court. If the Debtors fail to pay for any legitimate postpetition Utility Services when due, a Utility Provider

6 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 6 of 13 may access only that portion of the Adequate Assurance Deposit attributable to it in the Adequate Assurance Deposit Account. 10. The Debtors shall administer the Adequate Assurance Deposit Account in accordance with the terms of this Final Order. 11. Nothing contained herein constitutes a finding that any entity is or is not a Utility Provider hereunder or under Bankruptcy Code section 366, whether or not such entity is listed on the Utility Providers List. 12. Within two (2) business days of the date of this Final Order, the Debtors shall serve a copy of this Final Order and the Motion on each Utility Provider identified on the Utility Providers List. Within two (2) business days of filing a supplement to the Utility Providers List, as applicable, the Debtors shall serve a copy of this Final Order and the Motion on any applicable Additional Utility Provider. 13. Nothing in the Motion or this Final Order, or the Debtors payment of any claims pursuant to this Final Order, shall be deemed or construed as: (a) an admission as to the validity of any claim or lien against the Debtors or their estates; (b) a waiver of the Debtors rights to dispute any claim or lien; (c) a waiver of a Utility Provider s rights with regard to assertion of any claim or interest; (d) an approval or assumption of any agreement, contract, or lease pursuant to Bankruptcy Code section 365; (e) an admission of the priority status of any claim, whether under Bankruptcy Code section 503(b)(9) or otherwise; or (f) a modification of the Debtors rights to seek relief under any section of the Bankruptcy Code on account of any amounts owed or paid to any Utility Provider. 14. Nothing in this Final Order authorizes the Debtors to pay prepetition claims without further order of the Court.

7 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 7 of Notwithstanding anything to the contrary contained herein, any payment made or to be made under this Final Order, any authorization contained in this Final Order, or any claim for which payment is authorized hereunder, shall be subject to the requirements imposed on the Debtors under any orders of this Court approving any debtor in possession financing for, or any use of cash collateral by, the Debtors and any budget in connection therewith. 16. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied. 17. Notice of the Motion as provided therein shall be deemed good and sufficient and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice. 18. Notwithstanding any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h)) or Local Bankruptcy Rule that might otherwise delay the effectiveness of this Final Order, the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 19. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Final Order in accordance with the Motion. 20. This Court shall retain jurisdiction over any and all matters arising from the interpretation, implementation, or enforcement of this Final Order. ### End of Order ###

8 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 8 of 13 Order submitted by: POLSINELLI PC /s/ Trey A. Monsour Trey A. Monsour State Bar No Polsinelli PC 2950 N. Harwood, Suite 2100 Dallas, Texas Telephone: (214) Facsimile: (214) tmonsour@polsinelli.com -and- Jeremy R. Johnson (Admitted Pro Hac Vice) 600 3rd Avenue, 42nd Floor New York, New York Telephone: (212) Facsimile: (212) jeremy.johnson@polsinelli.com Proposed Counsel to the Debtors and Debtors in Possession

9 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 9 of 13 Exhibit 1 (Sorted Alphabetically) # Debtor Name Case No. EIN 1. Alief SCC LLC Bandera SCC LLC Baytown SCC LLC Beltline SCC LLC Booker SCC LLC Bossier SCC LLC Bradford SCC LLC Brinker SCC LLC Brownwood SCC LLC Capitol SCC LLC CapWest-Texas LLC Cedar Bayou SCC LLC Clear Brook SCC LLC Colonial SCC LLC Community SCC LLC Corpus Christi SCC LLC Crestwood SCC LLC Crowley SCC LLC CTLTC Real Estate, LLC Fairpark SCC LLC Gamble Hospice Care Central LLC Gamble Hospice Care Northeast LLC Gamble Hospice Care Northwest LLC Gamble Hospice Care of Cenla LLC Green Oaks SCC LLC Harbor Lakes SCC LLC Harden HUD Holdco LLC Harden Non-HUD Holdco LLC Harden Pharmacy LLC Hearthstone SCC LLC Hewitt SCC LLC HG SCC LLC Hill Country SCC LLC Holland SCC LLC Hunters Pond SCC LLC Jacksonville SCC LLC La Hacienda SCC LLC Lakepointe SCC LLC Major Timbers LLC Marlandwood East SCC LLC

10 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 10 of 13 # Debtor Name Case No. EIN 41. Marlandwood West SCC LLC Meadow Creek SCC LLC Midland SCC LLC Mill Forest Road SCC LLC Mission SCC LLC Mullican SCC LLC Mystic Park SCC LLC Normandie SCC LLC Onion Creek SCC LLC Park Bend SCC LLC Pasadena SCC LLC Pecan Tree SCC LLC Pecan Valley SCC LLC Pleasantmanor SCC LLC PM Management - Allen NC LLC PM Management - Babcock NC LLC PM Management - Cedar Park NC LLC PM Management - Corpus Christi NC II LLC PM Management - Corpus Christi NC III LLC PM Management - Corsicana NC II LLC PM Management - Corsicana NC III LLC PM Management - Corsicana NC LLC PM Management - Denison NC LLC PM Management - El Paso I NC LLC PM Management - Fredericksburg NC LLC PM Management - Frisco NC LLC PM Management - Garland NC LLC PM Management - Golden Triangle NC I LLC PM Management - Golden Triangle NC II LLC PM Management - Golden Triangle NC III LLC PM Management - Golden Triangle NC IV LLC PM Management - Killeen I NC LLC PM Management - Killeen II NC LLC PM Management - Killeen III NC LLC PM Management - Lewisville NC LLC PM Management - New Braunfels NC LLC PM Management - Park Valley NC LLC PM Management - Pflugerville AL LLC PM Management - Portland AL LLC PM Management - Portland NC LLC PM Management - Round Rock AL LLC PM Management - San Antonio NC LLC Presidential SCC LLC Redoak SCC LLC

11 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 11 of 13 # Debtor Name Case No. EIN 85. Riverside SCC LLC Round Rock SCC LLC Rowlett SCC LLC Ruston SCC LLC RW SCC LLC Sagebrook SCC LLC San Angelo SCC LLC SCC Edinburg LLC SCC Hospice Holdco LLC SCC Senior Care Investments LLC SCC Socorro LLC Senior Care Center Management II LLC Senior Care Center Management LLC Senior Care Centers Home Health, LLC Senior Care Centers LLC Senior Rehab Solutions LLC Senior Rehab Solutions North Louisiana LLC Shreveport SCC LLC Solutions 2 Wellness LLC South Oaks SCC LLC Springlake ALF SCC LLC Springlake SCC LLC Stallings Court SCC LLC Stonebridge SCC LLC Stonegate SCC LLC Summer Regency SCC LLC TRISUN Healthcare LLC Valley Grande SCC LLC Vintage SCC LLC West Oaks SCC LLC Western Hills SCC LLC Weston Inn SCC LLC Westover Hills SCC LLC Whitesboro SCC LLC Windcrest SCC LLC Windmill SCC LLC Wurzbach SCC LLC

12 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 12 of 13 Exhibit 2 Definitions Term Meaning Additional Assurance Request Adequate Assurance Procedures by which a Utility Provider not satisfied with the Proposed Adequate Assurance may request additional adequate assurance. Additional Utility Provider Any Utility Provider that has been inadvertently omitted from the Utility Providers List. Bankruptcy Code Title 11 of the United States Code. Bankruptcy Rules Federal Rules of Bankruptcy Procedure. Chapter 11 Cases On the Petition Date, each of the Debtors filed a voluntary petition in this Court commencing a case for relief under chapter 11 of the Bankruptcy Code. Committee On December 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 Cases. Debtors The above-captioned debtors and debtors in possession. First Day Declaration Declaration of Kevin O Halloran, Chief Restructuring Officer of Senior Care Centers, LLC, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 25]. Local Rules Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Northern District of Texas. Petition Date December 4, Proposed Adequate Assurance The Adequate Assurance Deposit and maintenance of the Adequate Assurance Deposit Account as described above, in conjunction with the Debtors ability to pay for future utility services in the ordinary course of business. Utility Providers In conjunction with its day-to-day operations, the Debtors receive traditional utility services from approximately 183 utility providers. Utility Providers List The Utility Providers include, without limitation, the entities set forth on the list annexed to the Motion as Exhibit D. Utility Services In conjunction with its day-to-day operations, the Debtors receive traditional utility services

13 Case bjh11 Doc 234 Filed 12/31/18 Entered 12/31/18 14:29:31 Page 13 of 13 from approximately 183 Utility Providers for, among other things, cable television, electricity, garbage disposal, internet, natural gas, telephone landline, telephone wireless, and water & wastewater, and similar utility products and services.