Common use of Compliance with Facility Mortgage Documents Clause in Contracts

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for so long as any Facility Mortgage encumbers the Premises or any portion thereof or interest therein. Tenant agrees that the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent of any conflict with any other express term of this Lease. If Landlord enters into any new Facility Mortgage that would result in a change to the requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) From time to time during the Term, Lessee agrees that to deliver to Lessor and its then current lender and/or a prospective lender, any and all documentation reasonably required to obtain such lender’s approval of this Lease. Lessee further acknowledges and agrees that if (i) the entering into of this Lease results in the Lessor’s lender as of the Commencement Date giving notice of default or (ii) such lender shall withhold its consent to and approval of this Lease, then in either such event Lessor shall have the right to terminate this Lease immediately. Lessor agrees to seek such lender approval promptly following the Execution Date and to use its commercially reasonable efforts to obtain such approval within thirty (30) days of the Execution Date. Lessee agrees to promptly provide all information reasonably requested by such lender, including, without limitation, Lessee’s financial information. If LandlordLessor’s lender does not approve this Lease on or prior to the Commencement Date, Prime Landlord or an Affiliate then either party hereto shall have the right to terminate this Lease and Lessor shall reimburse Lessee for the costs of Landlord refinances a property condition report initiated by Lessee with respect to the Facility, including Premises within five (5) days after written request from Lessee to Lessor. (b) If the Facility is at any time encumbered with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”; such loan being a “HUD Loan”), Tenant Lessee acknowledges and agrees that it shall execute deliver to Lessor, lender and deliver HUD any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of lender and HUD of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (bc) Tenant Lessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Lessor or an any Affiliate of Landlord Lessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facilities and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Lessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Lessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Lessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding any other express term of to the contrary contained in this Lease, this Section 22(b) shall not (i) increase Lessee’s monetary obligations under this Lease, (ii) increase Lessee’s non-monetary obligations under this Lease or (iii) diminish Lessee’s rights under this Lease. If Landlord enters into any new Facility Mortgage Documents to be executed by Lessor or any Affiliate of Lessor would impose on Lessee any obligations under this Section 22(b) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Lessor shall provide copies of the same to Lessee for informational purposes (but not for Lessee’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Lessor or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) Lessor. Any obligations under the Facility Mortgage Documents which are not required to be performed by Lessee as provided in this Lease shall include no liens on be performed by Lessor. Lessor represents and warrants to Lessee that, prior to the Tenant Property Commencement Date, Lessor has delivered to Lessee true, correct and complete copies of all existing Facility Mortgage Documents. During the Term, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facilities that are required by any Facility Mortgage Documents, and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of the Facilities including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, notwithstanding any to the contrary contained in this Lease, this Section 22(c) shall not (i) increase Lessee’s monetary obligations under this Lease, (ii) increase Lessee’s non-monetary obligations under this Lease, or (iii) diminish Lessee’s rights under this Lease. During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with Lessee in connection therewith. Any amounts required to be funded in to the Facility Mortgage Reserve Account that Lessee is not required to fund as provided in this Lease shall be funded by Lessor. If a Facility Mortgage Reserve Account is required with respect to any capital repair or replacement reserves and/or impounds or escrow accounts, then Lessor shall immediately deliver to Lessee the balance of any funds in the Improvements Account (excluding any funds in the Improvements Account representing the Lessor Contribution that has not previously been disbursed to Lessee as provided in this Lease). Any initial required deposits to the Facility Mortgagee Mortgage Reserve Account shall enter into an intercreditor agreement with any lender of Tenant requesting samebe funded solely by Lessor at Lessor’s sole expense.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a any Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (a) the maintenance and repair of such Facility; (b) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (c) the procurement of insurance policies with respect to such Facility; (d) periodic inspection and access rights in favor of the Facility Mortgagee; and (e) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operations thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers the Premises or Mortgages encumber any portion thereof Facility or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate such Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided however this section shall not be deemed to (A) impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Lease or (B) diminish Tenant’s rights under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section 15.4, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Landlord or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsLandlord. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees covenants and agrees, at its sole cost and expense and for the express benefit of Landlord, to operate the applicable Facility(ies) in compliance with the terms and conditions of this Master Lease for the benefit of Landlord so that Landlord is in compliance with such representations, warranties and covenants as the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail same apply to the Leased Property and to timely perform all of the obligations of Tenant under this Master Lease relating thereto. To the extent that any of duties and obligations of Landlord under such Facility Mortgage are beyond Tenant’s obligations under this Master Lease or may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord, at Xxxxxxxx’s expense, in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, (A) this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master Lease in any material respect and (B) in the event of a conflict with between the obligations, duties, rights and/or remedies of Tenant hereunder or under the Facility Mortgage Documents, this Master Lease shall govern. For purposes of the foregoing, any other express term proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e) and, if Landlord defaults under such Facility Mortgage and such amounts funded into a Facility Mortgage Reserve Account are applied by the Facility Mortgagee for purposes other than their intended purposes for such operating expenses, such amounts shall be credited on a dollar for dollar basis against Base Rents next coming due. During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non- monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , and notice thereof and a copy of the foregoing representations, warranties and covenants has been delivered to Tenant, Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly including, without limitation, insurance, affirmative financial, occupancy to operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby or other financial obligation related thereto, such as obligations with respect to the maintenance of interest rate caps or hedging arrangements or the payment of the lender’s cost and expenses) and to timely perform all of the obligations of Landlord relating thereto (provided that in no event shall Tenant’s performance requirements not be considered timely if following written notice to Tenant of its default in performance, Tenant performs such obligation within the applicable notice and cure periods provided under this Master Lease), or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict indebtedness evidenced or secured thereby or other financial obligation related thereto, such as obligations with respect to the maintenance of interest rate caps or hedging arrangements or the payment of the lender’s cost and expenses); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants, cash management arrangements or new financial reporting obligations shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants, cash management arrangements or financial reporting obligations in any Facility Mortgage Documents and such financial covenants, cash management arrangements or financial reporting obligations will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a any Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (a) the maintenance and repair of such Facility; (b) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (c) the procurement of insurance policies with respect to such Facility; (d) periodic inspection and access rights in favor of the Facility Mortgagee; and (e) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operations thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers the Premises or Mortgages encumber any portion thereof Facility or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate such Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict indebtedness evidenced or secured thereby); provided, however, that (i) if the time for performance of any act required of Tenant by the terms of a Facility Mortgage is shorter than the time allowed by this Lease for performance of such act by Tenant, then Tenant shall perform such act within the time limits specified in this Lease and (ii) Tenant shall not be required to comply with the terms, covenants and conditions of any other express term Facility Mortgage that (a) increase Tenant’s monetary obligations under this Lease, (b) materially increase Tenant’s non-monetary obligations under this Lease, or (c) materially diminish the rights of Tenant under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section 16.4, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Landlord or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsLandlord. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a any Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (a) the maintenance and repair of such Facility; (b) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (c) the procurement of insurance policies with respect to such Facility; (d) periodic inspection and access rights in favor of the Facility Mortgagee; and (e) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operations thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers the Premises or Mortgages encumber any portion thereof Facility or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate such Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this Section 16.4 shall not be deemed to impose on Tenant obligations materially more burdensome than Tenant’s obligations otherwise under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section 16.4, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Landlord or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsLandlord. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a any Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (a) the maintenance and repair of such Facility; (b) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (c) the procurement of insurance policies with respect to such Facility; (d) periodic inspection and access rights in favor of the Facility Mortgagee; and (e) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operations thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers the Premises or Mortgages encumber any portion thereof Facility or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate such Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict indebtedness evidenced or secured thereby); provided, however, that (i) if the time for performance of any act required of Tenant by the terms of a Facility Mortgage is shorter than the time allowed by this Lease for performance of such act by Tenant, then Tenant shall perform such act within the time limits specified in this Lease and (ii) Tenant shall not be required to comply with the terms, covenants and conditions of any other express term Facility Mortgage that (a) increase Tenant’s monetary obligations under this Lease, (b) materially increase Tenant’s non-monetary obligations under this Lease, or (c) materially diminish the rights of Tenant under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section 16.4, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Landlord or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.Landlord. Article XVII

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the any Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material an adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “HG” attached hereto and made a part hereof, for so long as any Facility Mortgage encumbers the Premises or any portion thereof or interest therein. Tenant agrees that the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “HG” shall prevail to the extent of any conflict with any other express term of this Lease. If Landlord enters into any new Facility Mortgage that would result in a change to the requirements on Exhibit “HG” or that would otherwise conflict with the terms and provisions of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including The Facility is encumbered with a loan that is insured by the United States Department of Housing and Urban Development (“"HUD”"; such loan being a "HUD Loan"), Tenant Sublessee acknowledges and agrees that it shall execute deliver to Sublessor, lender and deliver HUD any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of lender and HUD of this Lease; providedSublease. Sublessee further acknowledges and agrees that if (i) the entering into of this Sublease results in the Facility Mortgagee giving notice of default or (ii) lender or HUD shall withhold its consent to and approval of this Sublease, however, Tenant then in either such event Sublessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationhave the right to terminate this Sublease immediately. (b) Tenant Sublessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Sublessor or an any Affiliate of Landlord Sublessor may impose certain obligations on the “"borrower” " or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and(v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Sublessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Sublessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Sublessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Sublessee, Sublessee shall cooperate with and assist Sublessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this LeaseSection 22(a) shall not (i) increase Sublessee's monetary obligations under this Sublease, (ii) increase Sublessee's non-monetary obligations under this Sublease or (iii) diminish Sublessee's rights under this Sublease. If Landlord enters into any new Facility Mortgage Documents to be executed by Sublessor or any Affiliate of Sublessor would impose on Sublessee any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Sublessor shall provide copies of the same to Sublessee for informational purposes (but not for Sublessee's approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Sublessor or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs.Sublessor. HZNW/493788_2.doc/3583-1 (c) Landlord During the Term, Sublessee acknowledges and agrees that, except as expressly provided elsewhere in this Sublease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Sublessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a "Facility Mortgage Reserve Account"); provided, however, this Section 22(b) shall not (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and increase Sublessee's monetary obligations under this Sublease, (ii) any increase Sublessee's non-monetary obligations under this Sublease, or (iii) diminish Sublessee's rights under this Sublease. During the Term of this Sublease and provided that no Event of Default shall have occurred and be continuing hereunder, Sublessee shall, subject to the terms and conditions of such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Sublessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Sublessor agrees to reasonably cooperate with any lender of Tenant requesting sameSublessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including Facility is refinanced with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”; such loan being a “HUD Loan”), Tenant Sublessee acknowledges and agrees that it shall execute deliver to Sublessor, lender and deliver HUD any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of lender and HUD of this Lease; providedSublease. Sublessee further acknowledges and agrees that if (i) the entering into of this Sublease results in the Facility Mortgagee giving notice of default or (ii) lender or HUD shall withhold its consent to and approval of this Sublease, however, Tenant then in either such event Sublessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationhave the right to terminate this Sublease immediately. (b) Tenant Sublessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Sublessor or an any Affiliate of Landlord Sublessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Sublessee covenants and agrees, at its sole cost and expense and for the requirementsexpress HNZW/505063_5.doc/3583-1 benefit of Sublessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Sublessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Sublessee, Sublessee shall cooperate with and assist Sublessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this LeaseSection 22(a) shall not (i) increase Sublessee’s monetary obligations under this Sublease, (ii) increase Sublessee’s non-monetary obligations under this Sublease or (iii) diminish Sublessee’s rights under this Sublease. If Landlord enters into any new Facility Mortgage Documents to be executed by Sublessor or any Affiliate of Sublessor would impose on Sublessee any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Sublessor shall provide copies of the same to Sublessee for informational purposes (but not for Sublessee’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Sublessor or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsSublessor. (c) Landlord During the Term, Sublessee acknowledges and agrees that, except as expressly provided elsewhere in this Sublease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Sublessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 22(b) shall not (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and increase Sublessee’s monetary obligations under this Sublease, (ii) any increase Sublessee’s non-monetary obligations under this Sublease, or (iii) diminish Sublessee’s rights under this Sublease. During the Term of this Sublease and provided that no Event of Default shall have occurred and be continuing hereunder, Sublessee shall, subject to the terms and conditions of such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Sublessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Sublessor agrees to reasonably cooperate with any lender of Tenant requesting sameSublessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord36.3.1 With respect to any Facility Mortgages and any refinancing of any Facility Mortgage, Prime Landlord or an Affiliate prior to the execution and delivery of Landlord refinances any Facility Mortgage Documents relating thereto, Lessor shall provide copies of the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith same to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant Lessee for Lessee’s review. Lessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may Lessor will impose certain obligations on the “borrowerBorrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facility Facilities and the operator and/or lessee of such Facility. AccordinglyFacilities, including covenants relating to (a) the maintenance and notwithstanding anything contained in this Lease repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the contraryFacilities and (d) without limiting the foregoing, Tenant agrees compliance with all Legal Requirements relating to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto the Facilities and made a part hereof, the operation thereof for their Primary Intended Use. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property, or any portion thereof or interest therein. Tenant thereof, Lessee covenants and agrees (x) that the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” it shall prevail to the extent provide copies of any conflict with notice of any other express term of this Lease. If Landlord enters into claimed breach or default by Lessor hereunder to any new Facility Mortgagee for which Lessee has been provided a notice address and any such Facility Mortgage that would result shall have the right, at its election in accordance with the terms of the applicable Facility Mortgage Documents, to cure any such claimed breach or default of Lessor hereunder on the same terms as if Lessor had performed such cure on its own behalf and Lessee shall recognize and accept any such performance by a change Facility Mortgagee, and (y) at its sole cost and expense and for the express benefit of Lessor, to use and operate the requirements on Exhibit “H” or that would otherwise conflict Facilities in strict compliance with the terms and provisions conditions of the Facility Mortgage Documents (other than payment of any indebtedness, fees or interest evidenced or secured thereby or any indemnification obligations thereunder that (in each case) do not relate to actions taken or omitted or required to be taken or omitted by Lessee pursuant to this Lease) and to timely perform all of the obligations of Lessor thereunder relating to such use and operation of the Facilities or Lessee’s obligations hereunder, or to the extent that any of such duties and obligations do not relate to the use and operation of the Facilities or Lessee’s obligations hereunder or may not properly be performed by Lessee or extend beyond the obligations imposed on Lessee under this Lease (other than to a de minimis extent), Lessee shall reasonably cooperate with and assist Lessor in the performance thereof (other than payment of any indebtedness, fees or interest evidenced or secured thereby or any indemnification obligations thereunder that (in each case) do not relate to actions taken or omitted or required to be taken or omitted by Lessee pursuant to this Lease). Notwithstanding the foregoing, in no event shall the duties and obligations imposed upon Lessee by the Facility Mortgage Documents relating thereto and this Section 36.3 (A) be more burdensome (other than to a de minimis extent) to Lessee than Lessee’s obligations to Lessor under this Lease, (B) adversely affect Lessee’s rights under this Lease other than to a de minimis extent (provided, that, Lessee acknowledges and agrees that commercially reasonable and customary mortgagee rights and protections relating to notices, approvals, cure periods and similar lender protections granted to any Facility Mortgagee pursuant to a subordination and non- disturbance agreement shall be deemed not to have any such prohibited effect on Lessee’s rights or obligations under this Lease) and (C) impose upon Lessee any reserve requirements imposed by any Facility Mortgagee on Lessor. 36.3.2 Without limiting Lessee’s obligations pursuant to any other provision of this Section 36.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the parties agree performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to cooperate the condition of each Facility which are required by any Facility Mortgage Documents (subject to amend this Lease the proviso in the last sentence of Section 36.3.1 above and all applicable terms contained in any applicable subordination and non-disturbance agreement for so long as the same is in full force and effect), and Lessee shall be solely responsible and hereby covenants to so reflect such new requirementsfund and maintain any and all impound, provided that Landlord and Tenant shall not agree escrow or other reserve or similar accounts related to any changes that would materially or adversely impact Tenant’s the operation of the Facilities required under any Facility pursuant Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.1 above and all applicable terms contained in any applicable subordination and non-disturbance agreement for so long as the same is in full force and effect) as security for or otherwise relating to any operating expenses of the Facilities, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”), but specifically excluding any debt service or other similar reserves; provided, however, that Lessor shall use commercially reasonable efforts to cause any Facility Mortgage not to require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith and to have such Facility Mortgagee only require the Capital Projects set forth in the then-current Annual Capital Project Plan. During the Term of this Lease and provided that no Master Lease Event of Default or, with respect to the applicable Facility, any Facility Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, and all applicable terms contained in any applicable subordination and non-disturbance agreement, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the Tenant Property purposes and (ii) any subject to the limitations for which such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with any lender of Tenant requesting sameLessee in connection therewith.

Compliance with Facility Mortgage Documents. HNZW/493958_2/3583-96 (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including The Facility is encumbered with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”; such loan being a “HUD Loan”), Tenant Sublessee acknowledges and agrees that it shall execute deliver to Sublessor, lender and deliver HUD any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of lender and HUD of this Lease; providedSublease. Sublessee further acknowledges and agrees that if (i) the entering into of this Sublease results in the Facility Mortgagee giving notice of default or (ii) lender or HUD shall withhold its consent to and approval of this Sublease, however, Tenant then in either such event Sublessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationhave the right to terminate this Sublease immediately. (b) Tenant Sublessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Sublessor or an any Affiliate of Landlord Sublessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Sublessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Sublessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Sublessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Sublessee, Sublessee shall cooperate with and assist Sublessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this LeaseSection 22(a) shall not (i) increase Sublessee’s monetary obligations under this Sublease, (ii) increase Sublessee’s non-monetary obligations under this Sublease or (iii) diminish Sublessee’s rights under this Sublease. If Landlord enters into any new Facility Mortgage Documents to be executed by Sublessor or any Affiliate of Sublessor would impose on Sublessee any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Sublessor shall provide copies of the same to Sublessee for informational purposes (but not for Sublessee’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Sublessor or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsSublessor. (c) Landlord During the Term, Sublessee acknowledges and agrees that, except as expressly provided elsewhere in this Sublease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Sublessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 22(b) shall not (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and increase Sublessee’s monetary obligations under this Sublease, (ii) any HNZW/493958_2/3583-96 15 increase Sublessee’s non-monetary obligations under this Sublease, or (iii) diminish Sublessee’s rights under this Sublease. During the Term of this Sublease and provided that no Event of Default shall have occurred and be continuing hereunder, Sublessee shall, subject to the terms and conditions of such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Sublessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Sublessor agrees to reasonably cooperate with any lender of Tenant requesting sameSublessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord 36.3.1 With respect to any new financing or an Affiliate refinancing of Landlord refinances the Facility, including Leased Property of any Facility with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”one or more new Facility Mortgage(s), Tenant acknowledges prior to the execution and agrees delivery of any Facility Mortgage Documents relating thereto, Lessor shall provide copies of the same to Lessee for Lessee’s review and, in the event that it shall execute and deliver any and all documentation required by a the applicable Facility Mortgagee or HUD in connection therewith requests modifications to obtain the approval of this Lease; provided, however, Tenant Lessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationobtain Lessee’s consent thereto in accordance with Section 36.1 above. (b) Tenant 36.3.2 Lessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may Lessor will impose certain obligations on the “borrowerBorrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facility Facilities and the operator and/or lessee of such Facility. AccordinglyFacilities, including, covenants relating to (a) the maintenance and notwithstanding anything contained in this Lease repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the contraryFacilities and (d) without limiting the foregoing, Tenant agrees compliance with all Legal Requirements relating to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto the Facilities and made a part hereof, the operation thereof for their Primary Intended Use. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property, or any portion thereof thereof, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facilities in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or interest therein. Tenant agrees that secured thereby) and to timely perform all of the requirementsduties, expressly includingcovenants and obligations of Lessor and the operator and/or lessee of such Facilities relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties, covenants and/or obligations may not properly be performed by Lxxxxx, Lessee shall cooperate with and assist Lessor in the timely performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, that Lessor shall use good faith efforts to ensure that the duties and obligations imposed upon Lessee by the Facility Mortgage Documents relating thereto and this Section 36.3 are not materially more burdensome to Lessee than Lessee’s obligations to Lessor under this Lease. 36.3.3 Without limiting Lessee’s obligations pursuant to any other express term provision of this Section 36.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of each Facility which are required by any Facility Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.2 above), and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.2 above) as security for or otherwise relating to any operating expenses of the Facilities, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, that Lessor shall request in good faith that any Facility Mortgage not require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith. If Landlord enters into During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Lxxxxx agrees to reasonably cooperate with Lxxxxx in connection therewith. 36.3.4 Notwithstanding any conflicting provision of this Lease, if any new Facility Mortgage Documents entered into by Lessor following the Effective Date in connection with any new financing for the Leased Property of any Facility and/or any Capital Additions thereto, imposes additional obligations or requirements upon Lessee that would result in a change to the were not already obligations or requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions of Lessee under this Lease, the parties agree and Lessee’s compliance with such additional obligations or requirements results in any additional out-of-pocket costs or expenses to cooperate Lessee, then Lessor shall reimburse Lessee for all additional and reasonable out-of-pocket costs or expenses incurred by Lessee in order to amend this Lease to so reflect comply with such additional obligations or requirements under any such new requirementsFacility Mortgage Documents for any Facility in excess of $15,000.00 per Facility per Lease Year; provided, provided however, that Landlord prior to incurring any such additional out-of-pocket costs and Tenant expenses for any Facility, Lessee shall not agree provide to any changes that would materially or adversely impact Tenant’s operation Lessor a written notice specifying in reasonable detail the nature of the additional obligations or requirements imposed upon Lessee by any such new Facility pursuant Mortgage Documents for such Facility and an estimate of the out-of-pocket costs or expenses that Lessee anticipates it will incur connection therewith. Upon receipt of such notice, Lessor shall have the right (but not the obligation), at its sole cost and expense, to seek a written waiver from any Facility Mortgagee of Lessee’s compliance with any such additional obligation(s) or requirement(s), and, if Lessor elects to seek and thereafter obtains the terms same, Lessor shall provide a copy of this Leaseany such waiver received by Lessor to Lessee and Lessee shall, including during the term of any such waiver, be relieved from complying with any such additional obligation(s) or requirement(s) with respect to Tenant’s insurance such Facility as are so waived by such Facility Mortgagee. If Lessor elects not to seek any such waiver, or other costs. (cis unable to obtain the same, then Lessee shall timely observe and comply with such additional obligation(s) Landlord acknowledges that (ior requirement(s) the imposed by any such new Facility Mortgage Documents with respect to each applicable Facility, and Lessor shall include no liens on the Tenant Property and reimburse to Lessee any amount owing by Lessor under this Section 36.3.4 within ten (ii10) days after Lessee’s delivery to Lessor of reasonable documentary evidence as to any such additional out-of-pocket costs or expenses incurred by Lessee in excess of $15,000.00 per Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting sameper Lease Year.

Compliance with Facility Mortgage Documents. (a) If LandlordLessee acknowledges that any Facility Mortgage Documents, Prime Landlord or an Affiliate of Landlord refinances the Facilityincluding, including with a loan that is insured without limitation, documents evidencing loans made by the United States U. S. Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Lessor or an any Affiliate of Landlord Lessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum Occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the Business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , provided Lessee has received copies of the requirementsFacility Mortgage Documents from Lessor, expressly includingLessee covenants and agrees, without limitationat its sole cost and expense and for the express benefit of Lessor, insuranceto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Lessor relating thereto, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided however, this Section 23 shall not (i) increase Lessee’s monetary or non-monetary obligations under this Lease or (ii) diminish Lessee’s rights under this Lease. If Landlord enters into any new Facility Mortgage Documents to be executed by Lessor or any Affiliate of Lessor would impose on Lessee any obligations under this Section 23 (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Lessor shall provide copies of the same to Lessee for informational purposes (but not for Lessee’s approval) prior to the requirements on Exhibit “H” or that would otherwise conflict with the terms execution and provisions of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.delivery thereof by Lessor 36734458_7

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict indebtedness evidenced or secured thereby); provided, however, this Section 31.3(a) shall not be deemed to (A) impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease or (B) materially diminish Tenant’s rights under this Master Lease. For purposes of the foregoing, any proposed implementation of new occupancy or financial covenants or requirements with respect to payor mix shall be deemed to materially diminish Tenant’s rights under this Master Lease. Tenant hereby acknowledges and agrees, however, that an obligation under the applicable Facility Mortgage Documents to post impounds for property taxes with respect to any other express term of period not more than one (1) month in advance (whether now existing or later created) shall not be deemed or construed to increase Tenant’s monetary obligations under this Master Lease. If Landlord enters into any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that would result are required by any Facility Mortgage Documents or by Facility Mortgagee, and Tenant shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease or (iii) materially diminish Tenant’s rights under this Master Lease, except to the extent that, with respect to any Facility, such obligations were provided for in a change Facility Mortgage, or otherwise required by the Facility Mortgagee, secured by such Facility on the Commencement Date; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to satisfy any repair or replacement reserve requirements imposed by a Facility Mortgagee shall be credited on a dollar for dollar basis against the requirements on Exhibit “H” or mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and provisions conditions of this Lease, such Facility Mortgage Reserve Account and the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Reserve Account are the property of Tenant and Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Lease, including Master Lease with respect to Tenant’s insurance or other costs. such applicable Facility, (c) Landlord acknowledges that (iy) the maturity or earlier prepayment of the applicable Facility Mortgage Documents shall include no liens on Mortgage, or (z) an involuntary prepayment or deemed prepayment arising out of the Tenant Property and (ii) any acceleration of the amounts due to a Facility Mortgagee as a result of the exercise of its remedies under the applicable Facility Mortgage; provided, however, that the foregoing shall enter into an intercreditor agreement with not be deemed or construed to limit or prohibit Landlord’s right to bring any lender damage claim against Tenant for any breach of Tenant requesting sameits obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict indebtedness evidenced or secured thereby); provided, however, this Section 31.3(a) shall not be deemed to (A) impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease or (B) materially diminish Tenant’s rights under this Master Lease. For purposes of the foregoing, any proposed implementation of new occupancy or financial covenants or requirements with respect to payor mix shall be deemed to materially diminish Tenant’s rights under this Master Lease. Tenant hereby acknowledges and agrees, however, that an obligation under the applicable Facility Mortgage Documents to post impounds for property taxes with respect to any other express term of period not more than one (1) month in advance (whether now existing or later created) shall not be deemed or construed to increase Tenant’s monetary obligations under this Master Lease. If Landlord enters into any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that would result are required by any Facility Mortgage Documents or by Facility Mortgagee, and Tenant shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease or (iii) materially diminish Tenant’s rights under this Master Lease or, with respect to any Facility, that are provided for in a change Facility Mortgage, or otherwise required by the Facility Mortgagee, secured by such Facility on the Commencement Date; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to satisfy any repair or replacement reserve requirements imposed by a Facility Mortgagee shall be credited on a dollar for dollar basis against the requirements on Exhibit “H” or mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.2(e). During the Term of this Master Lease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and provisions conditions of this Lease, such Facility Mortgage Reserve Account and the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of this LeaseLandlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, including and Landlord agrees to reasonably cooperate with respect to Tenant’s insurance or other costs. (c) Tenant in connection therewith. Landlord hereby acknowledges that (i) the funds deposited by Tenant in any Facility Mortgage Documents shall include no liens on Reserve Account are the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the maturity or earlier prepayment of the applicable Facility Mortgage; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Leased Property to comply with all representations, covenants and warranties contained therein relating to such Facility the Leased Property and the operator and/or lessee of such the Leased Property, including, covenants relating to (i) the maintenance and repair of the Facility. Accordingly, ; (ii) maintenance and notwithstanding anything contained in this Lease submission of financial records and accounts of the operation of the Leased Property and related financial and other information regarding the operator and/or lessee of the Leased Property and the Leased Property itself; (iii) the procurement of insurance policies with respect to the contraryLeased Property; and (iv) without limiting the foregoing, Tenant agrees compliance with all applicable Legal Requirements relating to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto the Project and made a part hereof, for the operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees covenants and agrees, at its sole cost and expense and for the express benefit of Landlord, to operate the Leased Property in compliance with the terms and conditions of this Lease for the benefit of Landlord so that Landlord is in compliance with such representations, warranties and covenants as the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail same apply to the Leased Property and to timely perform all of the obligations of Tenant under this Lease relating thereto. To the extent that any of duties and obligations of Landlord under such Facility Mortgage are beyond Tenant’s obligations under this Lease or may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord, at Lanxxxxx’x expense, in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, (A) this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Lease in any material respect and (B) in the event of a conflict between the obligations, duties, rights and/or remedies of Tenant hereunder or under the Facility Mortgage Documents, this Lease shall govern. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If Landlord enters into any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies thereof that would result in a change contain such obligations to Tenant for informational purposes upon Tenxxx’x written request. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions Term of this Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the parties agree performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to cooperate to amend this Lease to so reflect such new requirementsthe condition of the Project that are required by any Facility Mortgage Documents or by Facility Mortgagee, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of the Leased Property, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation monetary obligations under this Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Lease in respect of reserve or similar accounts under the circumstances required under this Lease; and provided, further, that if Landlord defaults under such Facility Mortgage and such amounts funded into a Facility Mortgage Reserve Account are applied by the Facility Mortgagee for purposes other than their intended purposes for such operating expenses, such amounts shall be credited on a dollar for dollar basis against Rents next coming due. During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility pursuant Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the terms same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Reserve Account are the property of Tenant and Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (iy) the maturity or earlier prepayment of the applicable Facility Mortgage Documents shall include no liens on and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the Tenant Property and (ii) any acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall enter into an intercreditor agreement with not be deemed or construed to limit or prohibit Landlord’s right to bring any lender damage claim against Tenant for any breach of Tenant requesting sameits obligations under this Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to: (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent of any conflict with any other express term of this Lease. If Landlord enters into any new operate each applicable Facility Mortgage that would result in a change to the requirements on Exhibit “H” or that would otherwise conflict strict compliance with the terms and provisions conditions of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, or to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall include no liens cooperate with and assist Landlord in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided, however, that notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on the Tenant Property and obligations which: (iix) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.increase Tenant’s monetary obligations under this Master Lease;

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost ACTIVE/119970514.22 and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non- monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including The Facility is encumbered with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”; such loan being a “HUD Loan”), Tenant Sublessee acknowledges and agrees that it shall execute deliver to Sublessor, lender and deliver HUD any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of lender and HUD of this Lease; providedSublease. Sublessee further acknowledges and agrees that if (i) the entering into of this Sublease results in the Facility Mortgagee giving notice of default or (ii) lender or HUD shall withhold its consent to and approval of this Sublease, however, Tenant then in either such event Sublessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationhave the right to terminate this Sublease immediately. (b) Tenant Sublessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Sublessor or an any Affiliate of Landlord Sublessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Sublessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Sublessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Sublessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Sublessee, Sublessee shall cooperate with and assist Sublessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this LeaseSection 22(a) shall not (i) increase Sublessee’s monetary obligations under this Sublease, (ii) increase Sublessee’s non-monetary obligations under this Sublease or (iii) diminish Sublessee’s rights under this Sublease. If Landlord enters into any new Facility Mortgage Documents to be executed by Sublessor or any Affiliate of Sublessor would impose on Sublessee any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Sublessor shall provide copies of the same to Sublessee for informational purposes (but not for Sublessee’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Sublessor or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsSublessor. (c) Landlord During the Term, Sublessee acknowledges and agrees that, except as expressly provided elsewhere in this Sublease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Sublessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 22(b) shall not (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and increase Sublessee’s monetary obligations under this Sublease, (ii) any increase Sublessee’s non-monetary obligations under this Sublease, or (iii) diminish Sublessee’s rights under this Sublease. During the Term of this Sublease and provided that no Event of Default shall have occurred and be continuing hereunder, Sublessee shall, subject to the terms and conditions of such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Sublessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Sublessor agrees to reasonably cooperate with any lender of Tenant requesting sameSublessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Xxxxxx’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e). During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Leased Property to comply with all representations, covenants and warranties contained therein relating to such Facility the Leased Property and the operator and/or lessee of such the Leased Property, including, covenants relating to (i) the maintenance and repair of the Facility. Accordingly, ; (ii) maintenance and notwithstanding anything contained in this Lease submission of financial records and accounts of the operation of the Leased Property and related financial and other information regarding the operator and/or lessee of the Leased Property and the Leased Property itself; (iii) the procurement of insurance policies with respect to the contraryLeased Property; and (iv) without limiting the foregoing, Tenant agrees compliance with all applicable Legal Requirements relating to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto the Project and made a part hereof, for the operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees covenants and agrees, at its sole cost and expense and for the express benefit of Landlord, to operate the Leased Property in compliance with the terms and conditions of this Lease for the benefit of Landlord so that Landlord is in compliance with such representations, warranties and covenants as the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail same apply to the Leased Property and to timely perform all of the obligations of Tenant under this Lease relating thereto. To the extent that any of duties and obligations of Landlord under such Facility Mortgage are beyond Tenant’s obligations under this Lease or may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord, at Lxxxxxxx’s expense, in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, (A) this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Lease in any material respect and (B) in the event of a conflict between the obligations, duties, rights and/or remedies of Tenant hereunder or under the Facility Mortgage Documents, this Lease shall govern. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If Landlord enters into any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies thereof that would result in a change contain such obligations to Tenant for informational purposes upon Txxxxx’s written request. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions Term of this Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the parties agree performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to cooperate to amend this Lease to so reflect such new requirementsthe condition of the Project that are required by any Facility Mortgage Documents or by Facility Mortgagee, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of the Leased Property, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation monetary obligations under this Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Lease in respect of reserve or similar accounts under the circumstances required under this Lease; and provided, further, that if Landlord defaults under such Facility Mortgage and such amounts funded into a Facility Mortgage Reserve Account are applied by the Facility Mortgagee for purposes other than their intended purposes for such operating expenses, such amounts shall be credited on a dollar for dollar basis against Rents next coming due. During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility pursuant Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the terms same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Reserve Account are the property of Tenant and Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (iy) the maturity or earlier prepayment of the applicable Facility Mortgage Documents shall include no liens on and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the Tenant Property and (ii) any acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall enter into an intercreditor agreement with not be deemed or construed to limit or prohibit Landlord’s right to bring any lender damage claim against Tenant for any breach of Tenant requesting sameits obligations under this Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including Facility is refinanced with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”; such loan being a “HUD Loan”), Tenant Sublessee acknowledges and agrees that it shall execute deliver to Sublessor, lender and deliver HUD any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of lender and HUD of this Lease; providedSublease. Sublessee further acknowledges and agrees that if (i) the entering into of this Sublease results in the Facility Mortgagee giving notice of default or (ii) lender or HUD shall withhold its consent to and approval of this Sublease, however, Tenant then in either such event Sublessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationhave the right to terminate this Sublease immediately. (b) Tenant Sublessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Sublessor or an any Affiliate of Landlord Sublessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Sublessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Sublessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Sublessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Sublessee, Sublessee shall cooperate with and assist Sublessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this LeaseSection 22(a) shall not (i) increase Sublessee’s monetary obligations under this Sublease, (ii) increase Sublessee’s non-monetary obligations under this Sublease or (iii) diminish Sublessee’s rights under this Sublease. If Landlord enters into any new Facility Mortgage Documents to be executed by Sublessor or any Affiliate of Sublessor would impose on Sublessee any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Sublessor shall provide copies of the same to Sublessee for informational purposes (but not for Sublessee’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Sublessor or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs.Sublessor. HNZW/505210_4.doc/3583-1 (c) Landlord During the Term, Sublessee acknowledges and agrees that, except as expressly provided elsewhere in this Sublease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Sublessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 22(b) shall not (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and increase Sublessee’s monetary obligations under this Sublease, (ii) any increase Sublessee’s non-monetary obligations under this Sublease, or (iii) diminish Sublessee’s rights under this Sublease. During the Term of this Sublease and provided that no Event of Default shall have occurred and be continuing hereunder, Sublessee shall, subject to the terms and conditions of such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Sublessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Sublessor agrees to reasonably cooperate with any lender of Tenant requesting sameSublessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Leaseand all impound, including with respect to Tenant’s insurance escrow or other costs. (c) Landlord acknowledges that (i) the reserve or similar accounts required under any Facility Mortgage Documents shall include no liens on the Tenant Property and as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.each ACTIVE/119768607.18

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant 35.3.1 Lessee acknowledges and agrees that Lessor intends to finance a portion of the acquisition of the Leased Property of each Facility under the Contract of Acquisition through the assumption of certain existing Facility Mortgage indebtedness (the “Assumed Facility Mortgages” and each, an “Assumed Facility Mortgage”) encumbering the Leased Property or portions thereof or interests therein as of the Commencement Date. With respect to any such Assumed Facility Mortgage, Lessee acknowledges that it shall execute has received copies of, reviewed and deliver any and is familiar with all documentation required by a of the Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant Mortgage Loan Documents relating thereto. Lessee acknowledges that any Facility Mortgage Loan Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may Lessor will impose certain obligations on the “borrowerBorrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facility Facilities and the operator and/or lessee of such Facility. AccordinglyFacilities, including, covenants relating to (a) the maintenance and notwithstanding anything contained in this Lease repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the contraryFacilities, Tenant agrees (d) compliance with certain financial covenants with respect to comply the Leased Property and the posting of a letter(s) of credit if such financial covenants are not met and (e) without limiting the foregoing, compliance with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto all Legal Requirements relating to the Facilities and made a part hereof, the operation thereof for their Primary Intended Use. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property, or any portion thereof or interest therein. Tenant agrees that thereof, Lessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Lessor, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to operate the extent of any conflict with any other express term of this Lease. If Landlord enters into any new Facility Mortgage that would result Facilities in a change to the requirements on Exhibit “H” or that would otherwise conflict strict compliance with the terms and provisions conditions of the Facility Mortgage Loan Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Lessor relating thereto. To the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof (other than payment of any indebtedness evidenced or secured thereby), but Lessee shall not incur any liability to any Facility Mortgagees for such duties and obligations. Lessor shall use good faith efforts to ensure that the duties and obligations imposed upon Lessee by any Facility Mortgage Loan Documents relating to any Facility Mortgages which refinance any Assumed Facility Mortgage are not materially more burdensome to Lessee’s obligations to Lessor under this Lease or otherwise imposed by any Facility Mortgage Loan Documents under any applicable Assumed Facility Mortgage. 35.3.2 Without limiting Lessee’s obligations pursuant to any other provision of this Section 35.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the parties agree performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to cooperate the condition of each Facility which are required by any Facility Mortgage Loan Documents (subject to amend the proviso in the last sentence of Section 35.3.1 above), and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Loan Documents (subject to the proviso in the last sentence of Section 35.3.1 above) as security for or otherwise relating to any operating expenses of the Facilities, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, that in connection with any refinance of any Assumed Facility Mortgage, Lessor shall request that any such Facility Mortgage not require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith, notwithstanding the current requirements imposed by any Facility Mortgage Loan Document relating to any such Assumed Facility Mortgage. During the Term of this Lease to so reflect such new requirements, and provided that Landlord no Event of Default shall have occurred and Tenant shall not agree be continuing hereunder, Lessee shall, subject to any changes that would materially or adversely impact Tenant’s operation the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Lessor all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the Tenant Property purposes and (ii) any subject to the limitations for which such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with any lender of Tenant requesting sameLessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant Sublessee acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord Sublessor or an any Affiliate of Landlord Sublessor may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. Tenant agrees that , Sublessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Sublessor, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Sublessor relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Sublessee, Sublessee shall cooperate with and assist Sublessor in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this LeaseSection 22(a) shall not (i) increase Sublessee’s monetary obligations under this Sublease, (ii) increase Sublessee’s non-monetary obligations under this Sublease or (iii) diminish Sublessee’s rights under this Sublease. If Landlord enters into any new Facility Mortgage Documents to be executed by Sublessor or any Affiliate of Sublessor would impose on Sublessee any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Sublessor shall provide copies of the same to Sublessee for informational purposes (but not for Sublessee’s approval) prior to the execution and delivery thereof by Sublessor or any Affiliate of Sublessor. (b) During the Term, Sublessee acknowledges and agrees that, except as expressly provided elsewhere in this Sublease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements on Exhibit relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Sublessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “H” Facility Mortgage Reserve Account”); provided, however, this Section 22(b) shall not (i) increase Sublessee’s monetary obligations under this Sublease, (ii) increase Sublessee’s non-monetary obligations under this Sublease, or (iii) diminish Sublessee’s rights under this Sublease. During the Term of this Sublease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Sublessee shall, subject to the terms and provisions conditions of this Lease, such Facility Mortgage Reserve Account and the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Sublessor all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the Tenant Property purposes HNZW/478508_3.docx/3583-1 and (ii) any subject to the limitations for which such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account is maintained, and Sublessor agrees to reasonably cooperate with any lender of Tenant requesting sameSublessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant 35.3.1 Lessee acknowledges and agrees that Lessor intends to finance a portion of the acquisition of the Leased Property under the Contract of Acquisition through the assumption of certain existing Facility Mortgage indebtedness (the “Assumed Facility Mortgages” and each, an “Assumed Facility Mortgage”) encumbering the Leased Property or portions thereof or interests therein as of the Commencement Date. With respect to any such Assumed Facility Mortgage, Lessee acknowledges that it shall execute has received copies of, reviewed and deliver any and is familiar with all documentation required by a of the Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant Mortgage Loan Documents relating thereto. Lessee acknowledges that any Facility Mortgage Loan Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may Lessor will impose certain obligations on the “borrowerBorrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a the Facility to comply with all representations, covenants and warranties contained therein relating to such the Facility and the operator and/or lessee of such the Facility. Accordingly, including, covenants relating to (a) the maintenance and notwithstanding anything contained in this Lease repair of the Facility, (b) maintenance and submission of financial records and accounts of the operation of the Facility and related financial and other information regarding the operator and/or lessee of the Facility and the Facility itself, (c) the procurement of insurance policies with respect to the contraryFacility and (d) without limiting the foregoing, Tenant agrees compliance with all Legal Requirements relating to comply with those certain the Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, the operation thereof for its Primary Intended Use. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property, or any portion thereof or interest therein. Tenant agrees that thereof, Lessee covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Lessor, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to operate the extent of any conflict with any other express term of this Lease. If Landlord enters into any new Facility Mortgage that would result in a change to the requirements on Exhibit “H” or that would otherwise conflict strict compliance with the terms and provisions conditions of the Facility Mortgage Loan Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Lessor relating thereto. To the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof (other than payment of any indebtedness evidenced or secured thereby), but Lessee shall not incur any liability to any Facility Mortgagees for such duties and obligations. Lessor shall use good faith efforts to ensure that the duties and obligations imposed upon Lessee by any Facility Mortgage Loan Documents relating to any Facility Mortgages which refinance any Assumed Facility Mortgage are not materially more burdensome to Lessee’s obligations to Lessor under this Lease or otherwise imposed by any Facility Mortgage Loan Documents under any applicable Assumed Facility Mortgage. 35.3.2 Without limiting Lessee’s obligations pursuant to any other provision of this Section 35.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the parties agree performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation the condition of the Facility pursuant which are required by any Facility Mortgage Loan Documents (subject to the proviso in the last sentence of Section 35.3.1 above), and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Loan Documents (subject to the proviso in the last sentence of Section 35.3.1 above) as security for or otherwise relating to any operating expenses of the Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, that in connection with any refinance of any Assumed Facility Mortgage, Lessor shall request that any such Facility Mortgage not require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith, notwithstanding the current requirements imposed by any Facility Mortgage Loan Document relating to any such Assumed Facility Mortgage. During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the Tenant Property purposes and (ii) any subject to the limitations for which such Facility Mortgagee shall enter into an intercreditor agreement Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with any lender of Tenant requesting sameLessee in connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility Leased Asset to comply with all representations, covenants and warranties contained therein relating to such Facility Leased Asset and the operator and/or lessee of such FacilityLeased Asset, including covenants relating to: (i) the maintenance and repair of such Leased Asset; (ii) maintenance and submission of financial records and accounts of the operation of such Leased Asset and related financial and other information regarding the operator and/or lessee of such Leased Asset and such Leased Asset itself; (iii) the procurement of insurance policies with respect to such Leased Asset; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Leased Asset and the operation of the Business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Assets or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate each applicable Leased Asset in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of this Leaseindebtedness evidenced or secured thereby). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 14.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 14.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items, and all other requirements relating to the condition of a Leased Asset that are required by any Facility Mortgage Documents or by any Facility Mortgagee, and Tenant hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Leased Asset, including any capital repair or replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to satisfaction of any repair or replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall be credited on Exhibit “H” or a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Leased Assets under Section 7.1(f). During the Term of this Master Lease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and provisions conditions of this Leasesuch Facility Mortgage Reserve Account and the requirements of any Facility Mortgagee thereunder (and the related Facility Mortgage Documents), have access to and the parties agree right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Reserve Account are the property of Tenant and Landlord is, subject to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to the rights of any changes that would materially or adversely impact Tenant’s operation of lenders under the Facility pursuant Mortgage Documents, obligated to return the terms portion of this Lease, including with respect such funds not previously released to Tenant’s insurance or other costs. Tenant within fifteen (c15) Landlord acknowledges that days following the earlier of: (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and expiration or earlier termination of this Master Lease with respect to such applicable Leased Asset; (ii) any the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby; or (iii) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall enter into an intercreditor agreement with not be deemed or construed to limit or prohibit Landlord’s right to bring any lender damage claim against Tenant for any breach of Tenant requesting sameits obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a any Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (a) the maintenance and repair of such Facility; (b) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (c) the procurement of insurance policies with respect to such Facility; (d) periodic inspection and access rights in favor of the Facility Mortgagee; and (e) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operations thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers the Premises or Mortgages encumber any portion thereof Facility or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent of any conflict with any other express term of this Lease. If Landlord enters into any new operate such Facility Mortgage that would result in a change to the requirements on Exhibit “H” or that would otherwise conflict strict compliance with the terms and provisions conditions of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, or to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall include no liens cooperate with and assist Landlord in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided however this section shall not be deemed to (A) impose on the Tenant Property and obligations which (i) increase Tenant’s monetary obligations under this Lease, (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.materially and adversely increase Tenant’s non-monetary obligations under this Lease or

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a any Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (a) the maintenance and repair of such Facility; (b) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (c) the procurement of insurance policies with respect to such Facility; (d) periodic inspection and access rights in favor of the Facility Mortgagee; and (e) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operations thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers the Premises or Mortgages encumber any portion thereof Facility or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate such Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this Section 16.4 shall not be deemed to impose on Tenant obligations materially more burdensome than Tenant’s obligations otherwise under this Lease, increase Tenant’s monetary obligations under this Lease, or materially diminish Tenant’s rights under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section 16.4, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the requirements on Exhibit “H” execution and delivery thereof by Landlord or that would otherwise conflict with the terms and provisions any Affiliate of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsLandlord. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “"borrower” " or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of HHNZW/467833_2.xxx0083-1 15 such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this Section shall not be deemed to impose on Tenant obligations materially more burdensome than Tenant's obligations otherwise under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant's approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord. (b) Without limiting Tenant's obligations pursuant to this Section, during the Term, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements on Exhibit “H” relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Tenant shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a "Facility Mortgage Reserve Account"); provided, however, this Section shall not (i) increase Tenant's monetary obligations under this Lease, (ii) materially and adversely increase Tenant's non-monetary obligations under this Lease, or (iii) materially diminish Tenant's rights under this Lease. During the Term of this Lease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and provisions conditions of this Lease, such Facility Mortgage Reserve Account and the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting samein connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Leased Property to comply with all representations, covenants and warranties contained therein relating to such Facility the Leased Property and the operator and/or lessee of such Facility. Accordinglythe Leased Property, including, covenants relating to (i) the maintenance and notwithstanding anything contained in this Lease repair of the Leased Property; (ii) maintenance and submission of financial records and accounts of the operation of the Leased Property and related financial and other information regarding the operator and/or lessee of the Leased Property and the Leased Property itself; (iii) the procurement of insurance policies with respect to the contraryLeased Property; and (iv) without limiting the foregoing, Tenant agrees to comply compliance with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto all applicable Legal Requirements and made a part hereof, for the operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the Leased Property in compliance with the terms and conditions of the Facility Mortgage Documents (other than the payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result in a change are more restrictive than obligations imposed on Tenant pursuant to this Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions Term of this Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the parties agree performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to cooperate to amend this Lease to so reflect such new requirementsthe condition of the Leased Property that are required by any Facility Mortgage Documents or by Facility Mortgagee, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of the Leased Property, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Lease in respect of reserve or similar accounts under the circumstances required under this Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant under Section 9.1(e). During the Term of this Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees covenants and agrees, at its sole cost and expense and for the express benefit of Landlord, |US-DOCS\126208570.12|| to operate the applicable Facility(ies) in compliance with the terms and conditions of this Master Lease for the benefit of Landlord so that Landlord is in compliance with such representations, warranties and covenants as the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail same apply to the Leased Property and to timely perform all of the obligations of Tenant under this Master Lease relating thereto. To the extent that any duties and obligations of Landlord under such Facility Mortgage are beyond Tenant’s obligations under this Master Lease or may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord, at Xxxxxxxx’s expense, in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, (A) this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master Lease in any material respect and (B) in the event of a conflict with between the obligations, duties, rights and/or remedies of Tenant hereunder or under the Facility Mortgage Documents, this Master Lease shall govern. For purposes of the foregoing, any other express term proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (a) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include no liens be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant Property for such applicable Facility(ies) under Section 9.1(e) and, if Landlord defaults under such Facility Mortgage and (ii) any such amounts funded into a Facility Mortgage Reserve Account are applied by the Facility Mortgagee for purposes other than their intended purposes for such operating expenses, such amounts shall enter into an intercreditor agreement with any lender be credited on a dollar for dollar basis against Rents next coming due. During the Term of this Master Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant requesting same.shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for |US-DOCS\126208570.12||

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents facility mortgage documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a the Facility to comply HNZW/ with all representations, covenants and warranties contained therein relating to such the Facility and the operator and/or lessee of such the Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of the Facility; (ii) maintenance and submission of financial records and accounts of the operation of the Facility and related financial and other information regarding the operator and/or lessee of the Facility and the Facility itself; (iii) the procurement of insurance policies with respect to the Facility; (iv) minimum occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for the operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this Section 22(a) shall not (i) increase Tenant’s monetary obligations under this Lease, (ii) increase Tenant’s non-monetary obligations under this Lease or (iii) diminish Tenant’s rights under this Lease. If Landlord enters into any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant any obligations under this Section 22(a) (provided that would result all such obligations shall comply with the restrictions set forth in a change the immediately preceding sentence), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord. (b) During the Term, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements on Exhibit relating to the condition of the Facility that are required by Facility Mortgage Documents, and Tenant shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of the Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “H” Facility Mortgage Reserve Account”); provided, however, this Section 22(b) shall not (i) increase Tenant’s monetary obligations under this Lease, (ii) increase Tenant’s non-monetary obligations under this Lease, or (iii) diminish Tenant’s rights under this Lease. During the Term of this Lease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and provisions conditions of this Lease, such Facility Mortgage Reserve Account and the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting samein connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and notwithstanding anything contained in this Lease repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the contraryforegoing, Tenant agrees compliance with all applicable Legal Requirements relating to comply with those certain such Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for the operation of the business thereof For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein, and notice thereof and a copy of the foregoing representations, warranties and covenants has been delivered to Tenant, Tenant covenants and agrees, at its sole cost and expense and for the express benefit of Landlord, to operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby or other financial obligation related thereto, such as obligations with respect to the maintenance of interest rate caps or hedging arrangements or the payment of the lender’s cost and expenses) and to timely perform all of the obligations of Landlord relating thereto (provided that in no event shall Tenant’s performance not be considered timely if following written notice to Tenant of its default in performance, Tenant performs such obligation within the applicable notice and cure periods provided under this Master Lease), or to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any indebtedness evidenced or secured thereby or other financial obligation related thereto, such as obligations with respect to the maintenance of interest rate caps or hedging arrangements or the payment of the lender’s cost and expenses); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants, cash management arrangements or new financial reporting obligations shall be deemed to diminish Tenant’s rights under this Master Lease in a material respect (it being understood that Landlord may agree to such financial covenants, cash management arrangements or financial reporting obligations in any Facility Mortgage Documents and such financial covenants, cash management arrangements or financial reporting obligations will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant agrees any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. Notwithstanding anything contained herein to the requirementscontrary, expressly (i) Tenant hereby acknowledges receipt of the Facility Mortgage Documents entered into by Landlord and GLPI Facility Mortgagee of even date herewith, including, without limitation, insurancethe Open-End Mortgage, affirmative financialAssignment of Leases and Rents, occupancy or other performance requirements or covenantsSecurity Agreement and Fixture Filing, set forth on Exhibit “H” shall prevail to the extent executed and delivered by Landlord, as mortgagor, in favor of any conflict with any other express term of this Lease. If Landlord enters into any new GLPI Facility Mortgage that would result in a change to the requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions of this LeaseMortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and as mortgagee); (ii) any Facility Mortgagee shall enter into an intercreditor agreement Txxxxx agrees to comply with any lender all of the following covenants of Landlord set forth in such Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (subject in all cases to Section 12.18 thereof) in accordance with this Section 31.3(a): Sections 4.2, 4.3, 4.4, 4.6, 4.8, 5.1(ii), 5.2, 6.2, 7.1, 7.2, 7.3, 7.4, 7.5, 8.1, 8.2, 8.3, 12.21, and 12.22, inclusive; (iii) Tenant requesting samerepresents and warrants that Landlord’s representations and warranties in Article III of such Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing are true and correct; and (iv) Tenant represents and warrants that Landlord’s representations and warranties in Sections 3.5, 3.6, 3.7 and 3.8 thereof are true and correct as to Tenant (as if all references therein to “Mortgagor” or to the “Loan” or the “Loan Documents” were to mean and refer to Tenant and this Master Lease, respectively).

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “"borrower” " or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility. Accordingly, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; (iv) minimum HNZW/467827_2.doc/3583-1 occupancy, fixed coverage ratio or other Facility-related financial and/or performance requirements, and notwithstanding anything contained in this Lease (v) without limiting the foregoing, compliance with all applicable legal requirements relating to such Facility and the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for operation of the business thereof. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with any other express term of indebtedness evidenced or secured thereby); provided, however, this Section shall not be deemed to impose on Tenant obligations materially more burdensome than Tenant's obligations otherwise under this Lease. If Landlord enters into any new Facility Mortgage that Documents to be executed by Landlord or any Affiliate of Landlord would result in a change impose on Tenant any obligations under this Section, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant's approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord. (b) Without limiting Tenant's obligations pursuant to this Section, during the Term, Tenant acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements on Exhibit “H” relating to the condition of a Facility that are required by any Facility Mortgage Documents, and Tenant shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a "Facility Mortgage Reserve Account"); provided, however, this Section shall not (i) increase Tenant's monetary obligations under this Lease, (ii) materially and adversely increase Tenant's non-monetary obligations under this Lease, or (iii) materially diminish Tenant's rights under this Lease. During the Term of this Lease and provided that would otherwise conflict with no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and provisions conditions of this Lease, such Facility Mortgage Reserve Account and the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation requirements of the Facility pursuant Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the terms same extent of this Lease, including with respect to Tenant’s insurance or other costs. (c) Landlord acknowledges that (i) the all monies held in each such Facility Mortgage Documents shall include no liens on Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting samein connection therewith.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord 36.3.1 With respect to any new financing or an Affiliate refinancing of Landlord refinances the Facility, including Leased Property of any Facility with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”one or more new Facility Mortgage(s), Tenant acknowledges prior to the execution and agrees delivery of any Facility Mortgage Loan Documents relating thereto, Lessor shall provide copies of the same to Lessee for Lessee’s review and, in the event that it shall execute and deliver any and all documentation required by a the applicable Facility Mortgagee or HUD in connection therewith requests modifications to obtain the approval of this Lease; provided, however, Tenant Lessor shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperationobtain Lessee’s consent thereto in accordance with Section 36.1 above. (b) Tenant 36.3.2 Lessee acknowledges that any new Facility Mortgage Loan Documents executed by Landlord, Prime Landlord or an Affiliate of Landlord may Lessor will impose certain obligations on the “borrowerBorrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facility Facilities and the operator and/or lessee of such Facility. AccordinglyFacilities, including, covenants relating to (a) the maintenance and notwithstanding anything contained in this Lease repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the contraryFacilities and (d) without limiting the foregoing, Tenant agrees compliance with all Legal Requirements relating to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto the Facilities and made a part hereof, the operation thereof for their Primary Intended Use. For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property, or any portion thereof thereof, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facilities in strict compliance with the terms and conditions of the Facility Mortgage Loan Documents (other than payment of any indebtedness evidenced or interest therein. Tenant agrees that secured thereby) and to timely perform all of the requirementsduties, expressly includingcovenants and obligations of Lessor and the operator and/or lessee of such Facilities relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties, covenants and/or obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the timely performance thereof (other than payment of any conflict indebtedness evidenced or secured thereby); provided, however, that in connection with any new financing, Lessor shall use good faith efforts to ensure that the duties, covenants and obligations imposed upon Lessee by any such new Facility Mortgage Loan Documents and this Section 36.3 are not materially more burdensome to Lessee than Lessee’s obligations under this Lease, except to the extent consistent with those duties, covenants and obligations imposed upon Lessee by this Section 36.3. 36.3.3 Without limiting Lessee’s obligations pursuant to any other express term provision of this Section 36.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of each Facility which are required by any Facility Mortgage Loan Documents (subject to the proviso in the last sentence of Section 36.3.2 above), and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Loan Documents (subject to the proviso in the last sentence of Section 36.3.2 above) as security for or otherwise relating to any operating expenses of the Facilities, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, that Lessor shall request in good faith that any Facility Mortgage not require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith. If Landlord enters into During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Xxxxxx agrees to reasonably cooperate with Xxxxxx in connection therewith. 36.3.4 Notwithstanding any conflicting provision of this Lease, if any new Facility Mortgage Loan Documents entered into by Lessor following the Effective Date in connection with any new financing or any refinancing of any existing Facility Mortgage for the Leased Property of any Facility and/or any Capital Additions thereto, imposes additional obligations or requirements upon Lessee that would result in a change to the were not already obligations or requirements on Exhibit “H” or that would otherwise conflict with the terms and provisions of Lessee under this Lease, the parties agree and Lessee’s compliance with such additional obligations or requirements results in any additional out-of-pocket costs or expenses to cooperate Lessee, then Lessor shall reimburse Lessee for all additional and reasonable out-of-pocket costs or expenses incurred by Lessee in order to amend this Lease to so reflect comply with such additional obligations or requirements under any such new requirementsFacility Mortgage Loan Documents for any Facility in excess of $15,000.00 per Facility per Lease Year; provided, provided however, that Landlord prior to incurring any such additional out-of-pocket costs and Tenant expenses for any Facility, Lessee shall not agree provide to any changes that would materially or adversely impact Tenant’s operation Lessee a written notice specifying in reasonable detail the nature of the additional obligations or requirements imposed upon Lessee by any such new Facility pursuant Mortgage Loan Documents for such Facility and an estimate of the out-of-pocket costs or expenses that Lessee anticipates it will incur connection therewith. Upon receipt of such notice, Lessor shall have the right (but not the obligation), at its sole cost and expense, to seek a written waiver from any Facility Mortgagee of Lessee’s compliance with any such additional obligation(s) or requirement(s), and, if Lessor elects to seek and thereafter obtains the terms same, Lessor shall provide a copy of this Leaseany such waiver received by Lessor to Lessee and Lessee shall, including during the term of any such waiver, be relieved from complying with any such additional obligation(s) or requirement(s) with respect to Tenant’s insurance such Facility as are so waived by such Facility Mortgagee. If Lessor elects not to seek any such waiver, or other costs. (cis unable to obtain the same, then Lessee shall timely observe and comply with such additional obligation(s) Landlord acknowledges that (ior requirement(s) the imposed by any such new Facility Mortgage Loan Documents with respect to each applicable Facility, and Lessor shall include no liens on the Tenant Property and reimburse to Lessee any amount owing by Lessor under this Section 36.3.4 within ten (ii10) days after Lessee’s delivery to Lessor of reasonable documentary evidence as to any such additional out-of-pocket costs or expenses incurred by Lessee in excess of $15,000.00 per Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting sameper Lease Year.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees that covenants and agrees, at its sole cost and expense and for the requirementsexpress benefit of Landlord, expressly includingto operate the applicable Facility(ies) in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Landlord relating thereto, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail to the extent that any of such duties and obligations may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord in the performance thereof (other than payment of any conflict with indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any other express term material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. For purposes of the foregoing, any proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage that would result in a change to the requirements Documents imposing obligations on Exhibit “H” or that would otherwise conflict with the terms and provisions of this Lease, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree to any changes that would materially or adversely impact Tenant’s operation of the Facility pursuant to the terms of this Lease, including with respect to Tenant’s insurance or other costsimpounds that are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (c) Landlord acknowledges that (i) the Facility Mortgage Documents shall include no liens on the Tenant Property and (ii) any Facility Mortgagee shall enter into an intercreditor agreement with any lender of Tenant requesting same.

Compliance with Facility Mortgage Documents. (a) If Landlord, Prime Landlord or an Affiliate of Landlord refinances the Facility, including with a loan that is insured by the United States Department of Housing and Urban Development (“HUD”), Tenant acknowledges and agrees that it shall execute and deliver any and all documentation required by a Facility Mortgagee or HUD in connection therewith to obtain the approval of this Lease; provided, however, Tenant shall not incur any material expense or suffer a material adverse economic impact as a result of such cooperation. (b) Tenant acknowledges that any Facility Mortgage Documents executed by Landlord, Prime Landlord or an any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with or cause the operator and/or lessee of a Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or lessee of such Facility, including, covenants relating to (i) the maintenance and repair of such Facility; (ii) maintenance and submission of financial records and accounts of the operation of such Facility and related financial and other information regarding the operator and/or lessee of such Facility and such Facility itself; (iii) the procurement of insurance policies with respect to such Facility; and (iv) without limiting the foregoing, compliance with all applicable Legal Requirements relating to such Facility and the operation of the business thereof. Accordingly, and notwithstanding anything contained in this Lease to the contrary, Tenant agrees to comply with those certain Facility Mortgage Document covenants as more specifically set forth on Exhibit “H” attached hereto and made a part hereof, for For so long as any Facility Mortgage encumbers Mortgages encumber the Premises Leased Property or any portion thereof or interest therein. , Tenant agrees covenants and agrees, at its sole cost and expense and for the express benefit of Landlord, to operate the applicable Facility(ies) in compliance with the terms and conditions of this Master Lease for the benefit of Landlord so that Landlord is in compliance with such representations, warranties and covenants as the requirements, expressly including, without limitation, insurance, affirmative financial, occupancy or other performance requirements or covenants, set forth on Exhibit “H” shall prevail same apply to the Leased Property and to timely perform all of the obligations of Tenant under this Master Lease relating thereto. To the extent that any of duties and obligations of Landlord under such Facility Mortgage are beyond Tenant’s obligations under this Master Lease or may not properly be performed by Tenant, Tenant shall cooperate with and assist Landlord, at Xxxxxxxx’s expense, in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided, however, notwithstanding the foregoing, (A) this Section 31.3(a) shall not be deemed to, and shall not, impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master Lease in any material respect and (B) in the event of a conflict with between the obligations, duties, rights and/or remedies of Tenant hereunder or under the Facility Mortgage Documents, this Master Lease shall govern. For purposes of the foregoing, any other express term proposed implementation of new financial covenants shall be deemed to diminish Tenant’s rights under this LeaseMaster Lease in a material respect (it being understood that Landlord may agree to such financial covenants in any Facility Mortgage Documents and such financial covenants will not impose obligations on Tenant). If any new Facility Mortgage Documents to be executed by Landlord enters or any Affiliate of Landlord would impose on Tenant any obligations under this Section 31.3(a), Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord; provided, however, that neither Landlord nor its Affiliates shall enter into any new Facility Mortgage Documents imposing obligations on Tenant with respect to impounds that would result are more restrictive than obligations imposed on Tenant pursuant to this Master Lease. (b) Without limiting or expanding Tenant’s obligations pursuant to Section 31.3(a), during the Term of this Master Lease, Tenant acknowledges and agrees that, except as expressly provided elsewhere in a change this Master Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the requirements on Exhibit “H” condition of a Facility that are required by any Facility Mortgage Documents or that would otherwise conflict with the terms and provisions of this Leaseby Facility Mortgagee, the parties agree to cooperate to amend this Lease to so reflect such new requirements, provided that Landlord and Tenant shall not agree be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any changes that would materially operating expenses of a Facility, including any capital repair or adversely impact replacement reserves and/or impounds or escrow accounts for taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 31.3(b) shall not (i) increase Tenant’s operation of the Facility pursuant to the terms of monetary obligations under this Master Lease, including (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Master Lease in any material respect, or (iv) impose obligations to fund such reserve or similar accounts in excess of amounts required under this Master Lease in respect of reserve or similar accounts under the circumstances required under this Master Lease; and provided, further, that any amounts which Tenant is required to fund into a Facility Mortgage Reserve Account with respect to Tenant’s insurance satisfaction of any repair or other costs. (c) Landlord acknowledges that (i) the replacement reserve requirements imposed by a Facility Mortgagee or Facility Mortgage Documents shall include be credited on a dollar for dollar basis against the mandatory expenditure obligations of Tenant for such applicable Facility(ies) under Section 9.1(e) and, if Landlord defaults under such Facility Mortgage and such amounts funded into a Facility Mortgage Reserve Account are applied by the Facility Mortgagee for purposes other than their intended purposes for such operating expenses, such amounts shall be credited on a dollar for dollar basis against Rents next coming due. During the Term of this Master Lease and provided that no liens on Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder (and the related Facility Mortgage Documents), have access to and the right to apply or use (including for reimbursement) to the same extent as Landlord all monies held in each such Facility Mortgage Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant Property and (ii) in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgagee shall enter into an intercreditor agreement with any lender Mortgage Reserve Account are the property of Tenant requesting sameand Landlord is obligated to return the portion of such funds not previously released to Tenant within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Master Lease with respect to such applicable Facility, (y) the maturity or earlier prepayment of the applicable Facility Mortgage and obligations secured thereby, or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgagee or secured under a Facility Mortgage as a result of the exercise of remedies under the applicable Facility Mortgage or Facility Mortgage Documents; provided, however, that the foregoing shall not be deemed or construed to limit or prohibit Landlord’s right to bring any damage claim against Tenant for any breach of its obligations under this Master Lease that may have resulted in the loss of any impound funds held by a Facility Mortgagee.