Common use of Borrower’s Funds Clause in Contracts

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated; 12.2.2. None of Borrower, Healthcare, SunLink, any person after the Effective Date who owns a direct interest in Borrower, or any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal anti-money laundering laws; (b) has been assessed civil or criminal penalties under any state or federal anti-money laundering laws; and (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal anti-money laundering laws; 12.2.3. Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues or insurance proceeds unless otherwise agreed to by Lender; 12.2.4. As of the Effective Date and at all times during the term of the Working Capital Note and all renewals and modifications thereof, all operating revenues are and will be derived from lawful business activities of Borrower or Borrower’s tenants or other permissible sources under U.S. law; and 12.2.5. On the Maturity Date, Borrower will take all necessary steps to verify that funds used to repay the Working Capital Note in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (1) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in the Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (2) To the best of its knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (b) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (3) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Operating Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (4) To the best of Borrower’s knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Operating Revenues are and will be derived from lawful business activities of Borrower or Borrower’s Project tenants or other permissible sources under U.S. law; and. Notwithstanding the foregoing, Borrower shall not be in violation of this Section 9.2(4) if upon discovery that Operating Revenues are derived from the unlawful business activity of a Project tenant, or from any impermissible source under U.S. law, Borrower takes commercially reasonable steps to terminate or remove or prohibit the same. 12.2.5. On (5) During the term of the Loan and on the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to make payments on the Loan and to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (1) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in the Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (2) To the best of its knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (b) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (3) Borrower shall make payments on the loan evidenced by the Loan Documents using solely from funds invested in Borrower, donations and pledges, grants, operating revenues Operating Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (4) To the best of Borrower's knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Operating Revenues are and will be derived from lawful business activities of Borrower or Borrower’s Project tenants or other permissible sources under U.S. law; and. 12.2.5. On the Maturity Date, (5) Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note in full Loan (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (1) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, is Loans are fully repaid, such measures as are required by applicable law to verify that the funds invested in the Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (2) To the best of its knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related terrorist‑related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal anti-money laundering lawsAnti‑Money Laundering Laws; (b) has been assessed civil or criminal penalties under any state or federal anti-money laundering lawsAnti‑Money Laundering Laws; and (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal anti-money laundering laws;Anti‑Money Laundering Laws. 12.2.3. (3) Borrower shall make payments on the loan evidenced by the Loan Documents Loans using funds invested in Borrower, donations and pledges, grants, operating revenues Operating Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (4) To the best of Borrower’s knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoans, all operating revenues Operating Revenues are and will be derived from lawful business activities of Borrower or Borrower’s Project tenants and other occupants or other permissible sources under U.S. law; and. 12.2.5. (5) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loans in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to each Lender and the Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. [Summit Healthcare] 58 12.2.2. None of (b) To Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (ai) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (c) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Adjusted Revenues or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrower’s Knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq., and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to Borrower’s activities; (g) Each Borrower Party and Person who owns a direct interest in any Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrower and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Borrower Party and Person who owns a direct interest in any Borrower (i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act. [Summit Healthcare] 59

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (i) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in the Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (ii) To the best of its knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (b) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (iii) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledgesTotal Revenues of Borrower, grantscollections on Notes Receivable, operating revenues proceeds of Debt or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (iv) To the best of Borrower's knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Total Revenues of Borrower, collections on Notes Receivable and proceeds of Debt are and will be derived from lawful Borrower's business activities of Borrower or Borrower’s tenants or other permissible sources under U.S. law; and. 12.2.5. (v) On the Loan Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in the Borrower are derived (a1) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b2) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (b) To the best of its knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (a1) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (b2) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (c3) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (c) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Operating Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (d) To the best of Borrower’s knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Operating Revenues are and will be derived from lawful business activities of Borrower or Borrower’s the Projects’ tenants or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity DateDate or upon any Partial Release, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full or any portion thereof (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Each Borrower represents, warrants and covenants to each Lender and the Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such commercially reasonable measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To each Borrower’s knowledge, Healthcareno Loan Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (ai) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledgesrent paid pursuant to the Master Lease, grants, operating revenues or insurance proceeds proceeds, or in the case of the full repayment of the Loans, other Debt, unless otherwise agreed to by Lender;Agent. 12.2.4. As (d) To the best of each Borrower’s knowledge, as of the Effective Restatement Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Loan Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Loan Party and Person who owns a direct interest in any Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities; (g) Each Loan Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Loan Party and Person who owns a direct interest in any Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrowers and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Loan Party and Person who owns a direct interest in any Borrower (i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender the Administrative Agent and the Lenders that: 12.2.1. Borrower (1) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, is Loans are fully repaid, such measures as are required by applicable law to verify assure that the funds invested in the Borrower and/or used to make payments on the Loan are derived (a) from transactions that do not violate U.S. United States law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (2) To the best of its knowledge after making due inquiry, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (b) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (c) has had any of its/his/her its funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (3) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Operating Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (4) To the best of Borrower’s knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Operating Revenues are and will be derived from lawful business activities of Borrower or Borrower’s Project tenants or other permissible sources under U.S. law; and. 12.2.5. (5) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Each Borrower represents, warrants and covenants to each Lender and Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To each Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (aexcluding Administrative Agent, Lenders and public shareholders of REIT) (i) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledges, grants, operating revenues rental payments or other ordinary course payments received by Borrowers or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrowers’ Knowledge, prior to and as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants and Operators of the Projects or other permissible sources under U.S. law; and 12.2.5. On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (e) Each Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities; (f) Each Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrowers and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (g) Each Borrower Party and Person who owns a direct interest in any Borrower (i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower has taken, and shall continue to take until after the Working Capital Mortgage Note, and all renewals and modifications thereof, is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated; 12.2.2. None of Borrower, Healthcare, SunLink, any person after the Effective Date who owns a direct interest in Borrower, or any person after the Effective Date who controls any person persons who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal anti-money laundering laws; (b) has been assessed civil or criminal penalties under any state or federal anti-money laundering laws; and (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal anti-money laundering laws; 12.2.3. Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues or insurance proceeds unless otherwise agreed to by Lender; 12.2.4. As of the Effective Date and at all times during the term of the Working Capital Mortgage Note and all renewals and modifications thereof, all operating revenues are and will be derived from lawful business activities of Borrower or Borrower’s tenants or other permissible sources under U.S. law; and 12.2.5. On the Maturity Date, Borrower will take all necessary steps to verify that funds used to repay the Working Capital Mortgage Note in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to each Lender and the Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To Borrower’s Knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (ai) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (c) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues from the Project or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrower’s Knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues from the Project are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Project or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to Borrower’s activities; (g) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrower and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Borrower Party and each Person who owns a direct interest in Borrower (i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that Borrower is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which Borrower suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that Borrower is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent Borrower is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. Each Borrower represents, warrants and covenants to each Lender and Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To each Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (aexcluding Administrative Agent, Lenders and public shareholders of REIT) (i) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledges, grants, operating revenues rental payments or other ordinary course payments received by Borrowers or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrowers’ Knowledge, prior to and as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and 12.2.5. On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (e) Each Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities;

Borrower’s Funds. Borrower represents, warrants and covenants to each Lender and the Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (ai) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (c) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Adjusted Revenues or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrower’s Knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Xxxxxxxx will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq., and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to Xxxxxxxx’s activities; (g) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrower and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Borrower Party and Person who owns a direct interest in Borrower i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and v) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. 14.2.1 Each Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower Administrative Agent and the Lenders that it has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, is Loans are fully repaid, such measures as are required by applicable law to verify assure that the funds invested in such Borrower and/or used to make payments on the Loans are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and or to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None 14.2.2 Each Borrower further represents, warrants and covenants to Administrative Agent and the Lenders that, to the best of its knowledge after making due inquiry, no Borrower, Healthcarenor any Borrower Party, SunLinknor any Guarantor, nor any person after the Effective Date who owns holder of a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States State would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (b) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (c) has had any of its/his/her its funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws; 12.2.3. Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues or insurance proceeds unless otherwise agreed to by Lender; 12.2.4. As of the Effective Date and at all times during the term of the Working Capital Note and all renewals and modifications thereof, all operating revenues are and will be derived from lawful business activities of Borrower or Borrower’s tenants or other permissible sources under U.S. law; and 12.2.5. On the Maturity Date, Borrower will take all necessary steps to verify that funds used to repay the Working Capital Note in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originatedMoney Laundering Laws.

Borrower’s Funds. Each Borrower represents, warrants and covenants to each Lender and the Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To Borrowers’ Knowledge, no Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (ai) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledges, grants, operating revenues Adjusted Revenues or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To each Borrower’s Knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower is and at all times shall be in compliance with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities; (g) Each Borrower is and at all times shall be in compliance with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrowers and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Borrower (i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that each Borrower is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such Borrower suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that each Borrower is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any Borrower is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To each Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (ai) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledges, grants, operating revenues Adjusted Revenues or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To each Borrower’s Knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower Party and each Person who owns a direct interest in any Borrower Party, and, to the knowledge of the chief executive officer, chief financial officer or general counsel of the Parent, any director, officer or employee thereof are in compliance in all material respects with any applicable anti-money laundering law any other applicable law, regulation or other binding measure implementing the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering. (g) Each Borrower Party and each Person who owns a direct interest in any Borrower Party have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Brxxxxx Xxx 0000, and other similar anti-corruption legislation in other jurisdictions to the extent applicable to, and binding on, the Credit Parties and the Parent has instituted and maintains policies and procedures designed to promote and achieve, in its reasonable judgment, compliance in all material respects with such laws. (h) No Borrower Party and no Person who owns a direct interest in any Borrower Party, nor, to the knowledge of the chief executive officer, chief financial officer or general counsel of the Parent, any director, officer or employee thereof is an individual or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority to the extent applicable to, and binding on, the Borrower Parties or (c) located, organized or resident in a Designated Jurisdiction.

Borrower’s Funds. Each Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (b) To the best of its knowledge, no Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (ai) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledges, grants, operating revenues Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. As (d) To the best of each Borrower’s knowledge, as of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Revenues are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower is and at all times shall be in compliance with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities; (g) Each Borrower is and at all times shall be a “financial institution” within the meaning of the Patriot Act, and it is and at all times shall be in compliance with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrowers and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Borrower (i) is not now, nor has ever been, under investigation by any governmental authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any anti-money laundering laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any anti-money laundering laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that each Borrower is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such Borrower suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that each Borrower is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any Borrower is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. Borrower represents, warrants and covenants to each Lender and the Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (ai) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. LOAN AGREEMENT – Page 55[Heritage Wxxxx] 12.2.3. (c) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Adjusted Revenues or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrower’s Knowledge, as of the Effective Closing Date (or, with respect to any Additional Project, as of the date on which the Additional Advance is made) and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and. 12.2.5. (e) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (f) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq., and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to Borrower’s activities; (g) Each Borrower Party and Person who owns a direct interest in Borrower is now, and Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrower and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (h) Each Borrower Party and Person who owns a direct interest in Borrower i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and v) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act. LOAN AGREEMENT – Page 56[Heritage Wxxxx]

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. 10.2.1 The Borrower has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, is fully repaid, such measures as are required by applicable law to verify that the funds invested in the Borrower are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated; 12.2.2. None of 10.2.2 Neither the Borrower, Healthcarenor any member of the Borrower, SunLinknor, to the Borrower’s knowledge, any person after the Effective Date who owns a direct interest in Borrower, or any person after the Effective Date who controls any person who owns holder of a direct or indirect interest in Borrower, or, to Borrower’s knowledge, the Borrower nor any person providing funds to Borrower (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal anti-money laundering laws; (b) has been assessed civil or criminal penalties under any state or federal anti-money laundering laws; and or (c) has had any of its/his/her funds seized or forfeited in any action under any state or federal anti-money laundering laws; 12.2.3. 10.2.3 Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues or insurance proceeds unless otherwise agreed to by Lender; 12.2.4. 10.2.4 As of the Effective Date initial funding of the loan and at all times during the term of the Working Capital Note and all renewals and modifications thereofNote, all operating revenues are and will be derived from lawful business activities of Borrower or Borrower’s tenants or other permissible sources under U.S. law; and 12.2.5. 10.2.5 On the Maturity Date, the Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated.

Borrower’s Funds. Borrower represents, warrants and covenants to Lender that: 12.2.1. Borrower (i) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None (ii) To the best of its knowledge, neither Borrower, Healthcarenor any Borrower Party, SunLink, nor any person after the Effective Date who owns holder of a direct interest in Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to Borrower (ai) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. (iii) Borrower shall make payments on the loan evidenced by the Loan Documents using funds invested in Borrower, donations and pledges, grants, operating revenues Revenues or insurance proceeds unless otherwise agreed to by Lender;. 12.2.4. (iv) As of the Effective Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues Revenues are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Property or other permissible sources under U.S. law; and. 12.2.5. (v) On the Maturity Date, Borrower will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (vi) Borrower is and at all times shall be in compliance with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq., and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to Borrower’s activities; (vii) Borrower is and at all times shall be in compliance with the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrower; and (viii) Borrower (1) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (2) has never been assessed a civil penalty under any anti-money laundering laws or predicate offenses thereunder; (3) has not had any of its funds seized, frozen or forfeited in any action relating to any anti-money laundering laws or predicate offenses thereunder; (4) has taken such steps and implemented such policies as are reasonably necessary to ensure that Borrower is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which Borrower suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (5) has taken such steps and implemented such policies as are reasonably necessary to ensure that Borrower is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent Borrower is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.

Borrower’s Funds. Each Borrower represents, warrants and covenants to each Lender and Administrative Agent that: 12.2.1. Borrower (a) It has taken, and shall continue to take until after the Working Capital Note, and all renewals and modifications thereof, Loan is fully repaid, such measures as are required by applicable law to verify that the funds invested in each Borrower are derived (ai) from transactions that do not violate U.S. law norand, to the extent such funds originate outside the United States, do not violate the applicable laws of the jurisdiction in which they originated; and (bii) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated;. 12.2.2. None of (b) To each Borrower’s Knowledge, Healthcareno Borrower Party, SunLink, nor any person after the Effective Date Person who owns a direct interest in any Borrower, or nor any person after the Effective Date who controls any person who owns a direct or indirect interest in Borrower, or, to Borrower’s knowledge, any person Person providing funds to any Borrower (aexcluding Administrative Agent, Lenders and public shareholders of REIT) (i) is under investigation by any governmental authority Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any state or federal antiAnti-money laundering lawsMoney Laundering Laws; (bii) has been assessed civil or criminal penalties under any state or federal antiAnti-money laundering lawsMoney Laundering Laws; and (ciii) has had any of its/his/her funds seized or forfeited in any action under any state or federal antiAnti-money laundering laws;Money Laundering Laws. 12.2.3. Borrower (c) Borrowers shall make payments on the loan evidenced by the Loan Documents using funds invested in BorrowerBorrowers, donations and pledges, grants, operating revenues rental payments or other ordinary course payments received by Borrowers or insurance proceeds unless otherwise agreed to by Lender;Administrative Agent. 12.2.4. As (d) To Borrowers’ Knowledge, prior to and as of the Effective Original Closing Date and at all times during the term of the Working Capital Note and all renewals and modifications thereofLoan, all operating revenues arising from the Projects are and will be derived from lawful business activities of Borrower or Borrower’s tenants Tenants of the Projects or other permissible sources under U.S. law; and 12.2.5. On the Maturity Date, Borrower Borrowers will take all necessary reasonable steps to verify that funds used to repay the Working Capital Note Loan in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to the extent such funds originate outside the United States, permissible under the applicable laws of the jurisdiction in which they originated. (e) Each Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”), 50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities; (f) Each Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with (i) the Patriot Act and all rules and regulations promulgated under the Patriot Act applicable to Borrowers and (ii) other federal or state laws relating to “know your customer” and other anti-money laundering rules and regulations; and (g) Each Borrower Party and Person who owns a direct interest in any Borrower (i) is not now, nor has ever been, under investigation by any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti-money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such a programs under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act.