Assignment of PSA to Wholly Owned Subsidiary. ​ hereby assigns all of its rights and obligations under the PSA to its wholly owned subsidiary, MRT of Kentfield CA – LTACH, LLC, a Delaware limited liability company. From and after the date hereof, the term “Purchaser” in the PSA shall refer to and mean MRT of Kentfield CA – LTACH, LLC, and MRT of Kentfield CA – LTACH, LLC shall be the Landlord under the Facility Lease following closing of the PSA. MRT of Kentfield CA – LTACH, LLC hereby assumes the rights and obligations of Purchaser under the PSA. Sellers acknowledge such assignment and shall treat MRT of Kentfield CA – LTACH, LLC as the Purchaser under such agreement.

Owned Land. [Recital B] on the first page of the Existing Mortgage is hereby deleted in its entirety and replaced with the following:

Transfer from the Company to a Subsidiary (other than a Wholly Owned Subsidiary) or from a Subsidiary to another Subsidiary (other than a Wholly Owned Subsidiary), which in either case is for fair market value,

“Wholly Owned Domestic Subsidiary” means, with respect to any Person, a Domestic Subsidiary of such Person that is a Wholly Owned Subsidiary. Unless otherwise indicated in this Agreement, all references to Wholly Owned Domestic Subsidiaries will mean Wholly Owned Domestic Subsidiaries of Holdings.

“Wholly-Owned Foreign Subsidiary”: any Foreign Subsidiary that is a Wholly-Owned Subsidiary.

“Non-Wholly Owned Subsidiary” means a Subsidiary that is not a Wholly Owned Subsidiary.

“Permitted Related Party Transactions” means # Permitted Receivables Financings, # transactions between one or more Domestic Subsidiary Guarantors that are Wholly-Owned Subsidiaries; # transactions between ​ and one or more Domestic Subsidiary Guarantors that are Wholly-Owned Subsidiaries; # transactions between one or more Foreign Subsidiary Guarantors that are Wholly-Owned Subsidiaries; # transactions between the Subsidiary Borrower and one or more Foreign Subsidiary Guarantors that are Wholly-Owned Subsidiaries; # transactions between one or more Foreign Subsidiary Non-Guarantors that are Wholly-Owned Subsidiaries; # transactions between # any Wholly-Owned Subsidiary of ​ that is not a Domestic Subsidiary Guarantor and # ​ or any Domestic Subsidiary Guarantor that is a Wholly-Owned Subsidiary, on the other hand, where the net benefit derived from such transaction is derived by ​ or such Domestic Subsidiary Guarantor as the transferee in such transaction, # transactions between # any Wholly-Owned Subsidiary of ​ that is a Foreign Subsidiary Non-Guarantor and # the Subsidiary Borrower or any Foreign Subsidiary Guarantor that is a Wholly-Owned Subsidiary, on the other hand, where the net benefit derived from such transaction is derived by the Subsidiary Borrower or such Foreign Subsidiary Guarantor as the transferee in such transaction, # transactions between # any non-Wholly-Owned Subsidiary of ​, any Affiliate of ​ (other than Wholly-Owned Subsidiaries) or any Joint Venture in which ​ or any of its Subsidiaries is a Venturer, on the one hand and # ​ or any Wholly-Owned Subsidiary of ​, on the other hand, where the net benefit derived from such transaction is derived by ​ or such Wholly-Owned Subsidiary as the transferee in such transaction and # transactions among ​ and/or one or more Subsidiaries expressly permitted under [Section 7.3].

“Wholly-Owned Restricted Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Restricted Subsidiary of such Person.

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).

“Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time owned by the Company or one or more Wholly-Owned Consolidated Subsidiaries.