Common use of Compliance with Facility Laws Clause in Contracts

Compliance with Facility Laws. Each Facility is duly licensed as an assisted living facility and is currently operated at the licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof under the applicable laws of the state where the Facility is located. To Borrower’s actual knowledge, Borrower or Manager has obtained all Permits for the Facility, including, without limitation, the Certificate of Need, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any loan or Indebtedness other than the Loan, (d) are held free from restrictions or any encumbrance which would materially adversely affect the use or operation of the Facility, and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. Borrower, the Facility and, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of assisted living facility laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot requirements per bed) are required for the Facility to operate at the current licensed unit and/or bed capacity. To the extent required, Borrower is and, to Borrower’s actual knowledge, Manager is in good standing with all the respective agencies governing such applicable licenses and program certification. Borrower and/or the Facility is current in the payment of all so-called provider specific taxes or other assessments, if applicable. Borrower will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable, and any required Permits.

Compliance with Facility Laws. Each Facility is duly licensed as an assisted living facility and is currently operated at the licensed unit/unit and/or bed capacity set forth level shown on Schedule B Exhibit "F" attached hereto and made a part hereof hereto, under the applicable laws of the state where the Facility Property is located. To Borrower’s actual knowledge, Borrower or Manager has obtained is the lawful owner of all Permits for the each Facility, including, without limitation, the Certificate Adult Care Home License issued by the North Carolina Department of Need, if applicableHealth and Human Services (the "Adult Care Home License"), which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than the LoanIndebtedness, (d) are held free from restrictions or any encumbrance which would materially adversely affect the use or operation of the any Facility, and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. Borrower, The Borrower and Manager as well as the operation of each Facility and, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of assisted living facility laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot requirements per bed) are required for the a Facility to operate at the current licensed bed or unit and/or bed capacity. To the extent requiredAll Reimbursement Contracts, if any, are in full force and effect with respect to each Facility, and Borrower is and, to Borrower’s actual knowledge, and Manager is are in good standing with all the respective agencies governing such applicable licenses and licenses, program certification, and Reimbursement Contracts. Borrower and/or the Facility is and Manager are current in the payment of all so-called provider specific taxes or other assessments, if applicableassessments with respect to such Reimbursement Contracts. Borrower will maintain or cause Manager to be maintained by Manager maintain (without allowing to lapse) the Certificate of Need, if applicableAdult Care Home License, and any required Permits. In the event Lender acquires a Facility through foreclosure or otherwise, neither Lender nor a subsequent manager, a subsequent lessee or any subsequent purchaser (through foreclosure or otherwise) is currently required to obtain a certificate of need prior to applying for and receiving an Adult Care Home License to operate such Facility and certification to receive Medicaid payments (and its successor programs) for patients having coverage thereunder provided that no service or bed or unit complement is changed.

Compliance with Facility Laws. Each The Facility is duly licensed as an assisted living 120-bed skilled nursing facility and is currently operated at the licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof under the applicable laws of the state where the Facility Land is locatedlocated and is currently operated as a skilled nursing facility. To Borrower’s actual knowledge, Borrower or Manager has obtained is the lawful owner of all Permits for the Facility, including, without limitation, the Certificate of NeedNeed and/or the Nursing Home License issued by the Tennessee Department of Health, Health Care Facilities, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than the LoanIndebtedness, (d) are held free from restrictions any restriction or any encumbrance which would materially adversely affect the use or operation of the Facility, Facility and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. Borrower, Borrower and Manager as well as the operation of the Facility and, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of assisted living facility all laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot requirements per bed) are required for the Facility to operate at the current foregoing licensed unit and/or bed capacity. To All Reimbursement Contracts are in full force and effect with respect to the extent requiredFacility, and Borrower is and, to Borrower’s actual knowledge, and Manager is are in good standing with all the respective agencies governing such applicable licenses Facility licenses, program certification and program certificationReimbursement Contracts. Borrower and/or the Facility is and Manager are current in the payment of all so-called provider specific taxes or other assessments, if applicableassessments with respect to such Reimbursement Contracts. Borrower will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable, and and/or any required PermitsPermits in full force and effect. In the event Lender acquires the Facility through foreclosure or otherwise, neither Lender nor a subsequent manager, a subsequent lessee or any subsequent purchaser (through foreclosure or otherwise) must obtain a Certificate of Need prior to applying for and receiving a license to operate the Facility and certification to receive Medicare and Medicaid payments (and its successor programs) for patients having coverage thereunder provided that no service or bed complement is changed.

Compliance with Facility Laws. Each Facility is The Facilities are duly licensed as an assisted living facility and is currently operated at the licensed unitbed/bed capacity unit capacities set forth on Schedule B attached hereto and made a part hereof in the Definition of such “Facility” in Section 1.1 above under the applicable laws of the state where the respective Facility is locatedlocated and are currently operated as an ILF, MCF, ALF, or SNF as set forth in the Definition of such “Facility” in Section 1.1 above. To Borrower’s actual knowledge, Each Borrower or its Manager has obtained is the lawful owner of all Permits for the its respective Facility, including, without limitation, the Certificate of Need, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than the LoanIndebtedness, (d) are held free from restrictions any restriction or any encumbrance which would materially adversely affect the use or operation of the Facility, Facilities and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. Borrower, Borrowers and Managers as well as the Facility and, to Borrower's actual knowledge, Manager operation of the Facilities are in compliance in all material respects with the applicable provisions of assisted living facility all laws, rules, regulations and published interpretations to which the Facility is Facilities are subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot requirements per bed/unit) are required for the Facility Facilities to operate at the current foregoing licensed bed/unit and/or bed capacity. To All Reimbursement Contracts are in full force and effect with respect to the extent requiredFacilities, Borrower is and, to Borrower’s actual knowledge, Manager is and 1942134 v3 Synovus/Emeritus Senior Living Borrowers and Managers are in good standing with all the respective agencies governing such applicable licenses Facility licenses, program certification and program certificationReimbursement Contracts. Borrower and/or the Facility is Borrowers and Managers are current in the payment of all so-called provider specific taxes or other assessments, if applicableassessments with respect to such Reimbursement Contracts. Borrower Borrowers will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable, and and/or any required PermitsPermits in full force and effect. In the event Lender acquires the Facilities through foreclosure or otherwise, neither Lender nor a subsequent manager, a subsequent lessee or any subsequent purchaser (through foreclosure or otherwise) must obtain a Certificate of Need prior to applying for and receiving a license to operate the Facilities and certification to receive Medicare and Medicaid payments (and its successor programs) for patients having coverage thereunder provided that no service or bed/unit complement is changed.

Compliance with Facility Laws. Each Facility is duly licensed as an assisted living facility and is currently operated at the licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof under the applicable laws of the state where the Facility is located. To Borrower’s actual knowledge, Borrower or Manager has obtained all Permits for the Facility, including, without limitation, the Certificate of Need, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any loan or Indebtedness other than the LoanLoans, (d) are held free from restrictions or any encumbrance which would materially adversely affect the use or operation of the Facility, and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. Borrower, the Facility and, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of assisted living facility laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot requirements per bed) are required for the Facility to operate at the current licensed unit and/or bed capacity. To the extent required, Borrower is and, to Borrower’s actual knowledge, Manager is in good standing with all the respective agencies governing such applicable licenses and program certification. Borrower and/or the Facility is current in the payment of all so-called provider specific taxes or other assessments, if applicable. Borrower will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable, and any required Permits.

Compliance with Facility Laws. Each The Facility is duly licensed currently operated as an assisted living a 244-unit continuing care facility and is currently operated at the comprised of 142 independent living units, 46 assisted living units and 56 skilled nursing units duly licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof under the applicable laws of the state where State of Texas. Borrower is the Facility is located. To Borrower’s actual knowledge, Borrower or Manager has obtained lawful owner of all Permits for the Facility, including, without limitation, any applicable certificate of need, other than the Certificate of Need, if applicablelicense for the assisted living beds and the license for the skilled nursing beds, which licenses have been applied for by Borrower and under which licenses Borrower may operate the Facility until such licenses are issued to the Borrower; all Permits (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than the LoanIndebtedness, (d) are held free from restrictions any restriction or any encumbrance which would materially adversely affect the use or operation of the Facility, and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. Borrower, Borrower and Manager as well as the operation of the Facility and, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of independent living facility, skilled nursing and/or assisted living facility laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot area requirements per bedunit) are required for the Facility to operate at the current foregoing licensed unit and/or bed capacity. To All Reimbursement Contracts with respect to the extent requiredFacility are in full force and effect, and Borrower is and, to Borrower’s actual knowledge, and Manager is are in good standing with all the respective agencies governing such applicable licenses and Facility licenses, program certification. Borrower and/or the Facility is current in the payment of all so-called provider specific taxes or other assessments, if applicable. Borrower will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable, and any required PermitsReimbursement Contracts.

Compliance with Facility Laws. Each The Facility is includes, as applicable, the number of duly licensed as an "assisted living facility and is currently operated at the licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof units" (as defined under the applicable laws of the state where the Facility Land is located) and "independent living units" (as defined under the applicable laws of the state where the Land is located) as shown on Exhibit "B" and is currently operated as a retirement community. To Borrower’s actual knowledge, Borrower or Manager has obtained is the lawful owner of all Permits for the Facility, including, without limitation, the Certificate of Need, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than the LoanIndebtedness, (d) are held free from restrictions any restriction or any encumbrance which would materially adversely affect the use or operation of the Facility, Facility and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, provisional or probationary or restricted in any way. BorrowerThe Facility contains all equipment necessary to operate the property for its current and intended use. Borrower and Manager, as well as the Facility andoperation of the Facility, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of assisted living facility all laws, statutes, regulations, ordinances, orders, standards, restrictions and rules of any federal, state or local government or quasi-governmental body, agency, board or authority having jurisdiction over the operation of the Facility, including, without limitation: (i) laws regulating the handling and disposal of medical or biological waste, (ii) the applicable provisions of all laws, rules, regulations and published interpretations thereof to which the Facility is subject. No waivers of any laws, rules, regulations, Borrower or requirements (including, but not limited to, minimum foot requirements per bed) are required for the Facility are subject by virtue of its existing and intended use, (iii) all applicable criteria established to operate at the current licensed unit and/or bed capacity. To the extent required, Borrower is and, to Borrower’s actual knowledge, Manager is in good standing with all the respective agencies governing such applicable licenses and program certification. Borrower and/or classify the Facility is current in as "housing for older persons" under the payment Fair Housing Amendments Act of all so-called provider specific taxes or other assessments, if applicable. Borrower will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable1988, and any required Permits.(iv) each of the following:

Compliance with Facility Laws. Each Facility The Mortgagor is duly licensed as an assisted living facility and is currently operated at the licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof under the applicable laws lawful owner of the state where the Facility is located. To Borrower’s actual knowledge, Borrower or Manager has obtained all Permits for the Facility, including, without limitation, the Certificate of Need, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than Indebtedness, except the First Mortgage Loan, (d) are held free from restrictions any restriction or any encumbrance which would materially adversely affect the use or operation of the Facility, Facility and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, provisional or probationary or restricted in any way. BorrowerMortgagor and Manager, as well as the Facility andoperation of the Facility, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of assisted living facility all laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited to, minimum foot requirements per bedunit) are required for the Facility to operate at the current licensed unit and/or bed capacity. To All Reimbursement Contracts are in full force and effect with respect to the extent requiredFacility, Borrower is and, to Borrower’s actual knowledge, and Mortgagor and Manager is are in good standing with all the respective agencies governing such applicable licenses Facility licenses, program certification and program certificationReimbursement Contracts. Borrower and/or the Facility is Mortgagor and Manager are current in the payment of all so-called provider specific taxes or other assessments, if applicableassessments with respect to such Reimbursement Contracts. Borrower Mortgagor will maintain or cause to be maintained by Manager (without allowing to lapse) the Certificate of Need, if applicable, and and/or any required Permits.Permits in full force and effect. Provided that there are no projects under development that require a Certificate of Need, in the event Mezzanine Lender acquires the Facility through foreclosure or otherwise, neither Mezzanine Lender nor a subsequent manager, a subsequent lessee or any subsequent purchaser (through foreclosure or otherwise) must obtain a Certificate of Need prior to applying for and receiving a license to operate the Facility and certification to receive Medicare and Medicaid payments (and its successor programs) for patients and/or residents having coverage thereunder provided no service or unit complement is changed

Compliance with Facility Laws. Each The Facility is duly licensed as an assisted a 60-unit, 72-bed senior living facility and is currently operated at the licensed unit/bed capacity set forth on Schedule B attached hereto and made a part hereof under the applicable laws of the state where the Facility Property Jurisdiction and is locatedcurrently operated as a senior living facility. To Borrower’s actual knowledge, Borrower or Manager has obtained Master Tenant is the lawful owner of all Permits for the Facility, including, without limitation, the Certificate of Need, if applicable, which (a) are in full force and effect, (b) constitute all of the permits, licenses and certificates required for the use, operation and occupancy thereof, (c) have not been pledged as collateral for any other loan or Indebtedness other than the LoanIndebtedness, (d) are held free from restrictions any restriction or any encumbrance which would materially adversely affect the use or operation of the Facility, Facility and (e) except as set forth on Schedule 3.7 attached hereto and made a part hereof, are not provisional, probationary or restricted in any way. To the best of Borrower’s knowledge, after reasonable and diligent inquiry, Borrower, Master Tenant and the operation of the Facility and, to Borrower's actual knowledge, Manager are in compliance in all material respects with the applicable provisions of all nursing/assisted living living/senior housing facility laws, rules, regulations and published interpretations thereof to which Borrower or the Facility is subject. No waivers of any laws, rules, regulations, or requirements (including, but not limited towithout limitation, minimum foot square footage requirements per bedunit) are required for the Facility to operate at the current foregoing licensed bed unit and/or bed capacity. To All Reimbursement Contracts (if any) are in full force and effect with respect to the extent requiredFacility. Borrower, Borrower is and, to Borrower’s actual knowledge, Manager is Master Tenant and the Facility are in good standing with all the respective agencies governing such applicable licenses Facility licenses, program certifications and program certificationReimbursement Contracts (if any). Borrower and/or the Facility Manager is current in the payment of all so-called provider specific taxes or other assessments, assessments with respect to such Reimbursement Contracts (if applicableany). Borrower will maintain maintain, or will cause Master Tenant and Manager to be maintained by Manager (maintain, without allowing to lapse) lapse the Certificate of Need, if applicable, and and/or any required PermitsPermits in full force and effect. In the event Lender acquires the Facility through foreclosure or otherwise, neither Lender nor a subsequent manager, a subsequent lessee or any subsequent purchaser (through foreclosure or otherwise) must obtain a Certificate of Need prior to applying for and receiving a license to operate the Facility and certification to receive Medicare and Medicaid payment for residents having coverage thereunder (if any) provided that no service or unit complement is changed.