Common use of Health Care Representations Clause in Contracts

Health Care Representations. (a) Borrower is in possession of all material certificates, certificates of need, certifications, government licenses, permits or regulatory agreements required by Health Care Authorities and Mortgage Borrower is in possession of same to the extent necessary for Mortgage Borrower to own or (as applicable) lease the Facilities or for Mortgage Borrower to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Requirements (collectively, the “Health Care Licenses”) and all such Health Care Licenses are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such Health Care License in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since January 1, 2012, no Borrower Party or Affiliated Manager has (i) been excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (ii) been notified in writing that it is about to be excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (iii) been convicted of any crime relating to any Program, or (iv) operated a facility which is or was identified by Centers for Medicare and Medicaid Services as a “Special Focus Facility” during the time such facility was operated by such Borrower Party or Affiliated Manager. (c) Each Non-MOB Facility is duly licensed as set forth on Schedule XVIII attached hereto. The Licensed Bed Capacity of each Non-MOB Facility is as set forth on Schedule XIV attached hereto and the Available Beds at each Non-MOB Facility as of the date hereof is as set forth on Schedule XIV. Neither Mortgage Borrower nor to Borrowers’ knowledge, any Master Tenant and/or any Subtenant has applied to reduce the Licensed Bed Capacity at any Non-MOB Facility or to move or transfer the right to any and all of the licensed or certified beds of any Non-MOB Facility to any other location or to amend or otherwise change any Non-MOB Facility and/or reduce the Licensed Bed Capacity of any Non-MOB Facility and to Borrower’s knowledge, there are no proceedings or actions pending or contemplated to reduce the Licensed Bed Capacity of any Non-MOB Facility; (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Mortgage Borrower is, and to Borrower’s knowledge, each Master Tenant and each Subtenant is, in compliance in all material respects with all applicable provisions of Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities and (ii) neither Mortgage Borrower (including any Operating Lessee) nor, to Borrower’s knowledge, any Master Tenant and/or any Subtenant, has received any written notice from any Health Care Authority alleging any material violation of any applicable Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities; (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Operating Lessee (i) is in compliance in all material respects with the requirements for participation in Programs with respect to each RIDEA Facility that currently participates in such Programs, and (ii) has current Program agreements, as applicable, which are in full force and effect; (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Mortgage Borrower is not, and to Borrower’s knowledge, no Master Tenant and/or Subtenant is, subject to any action, proceeding, suit, audit, investigation or sanction by any Health Care Authority alleging a material violation of Health Care Requirements, nor to Borrower’s knowledge, has any such action, proceeding, suit, investigation or audit been threatened. (g) Borrower has delivered to Lender an Occupancy Report for each Non-MOB Property. (h) No Health Care License held by any Operating Lessee has been (A) transferred to any location other than the applicable Facility or (B) pledged as collateral security. Each Health Care License held by any Operating Lessee is (i) is held free from restriction or known conflict and (ii) not provisional, probationary or restricted in any way, except where such provisional license is issued in the ordinary course prior to the issuance of a full license. (i) No Operating Lessee has taken any action to rescind, withdraw, revoke, materially amend, modify or otherwise materially alter the nature or scope of any Health Care License or any material payor Program in which a RIDEA Facility participates. (j) To Borrower’s knowledge, except with respect to plans of correction which are not yet due pursuant to the applicable Facility Survey, no Operating Lessee has had any deficiencies cited during any Facility Survey that remain uncorrected or for which a plan of correction has not been timely filed, and is being implemented. (k) The execution and delivery of the Loan Documents, Borrower’s performance thereunder and the recordation of the Security Instruments will not (i) adversely affect in any material respect any Master Tenant’s, Subtenant’s or Operating Lessee’s right to receive payment under any Program, (ii) reduce any Program payments or (iii) adversely affect any Health Care License. (l) Each Operating Lessee’s Program accounts receivable are free from any liens, and no Operating Lessee’s accounts receivable have been pledged as collateral for any loan or indebtedness (other than the Loan). To Borrower’s knowledge, each Master Tenant’s and Subtenant’s Program accounts receivable are free from any liens, and neither Master Tenant’s or Subtenant’s account receivables have been pledged as collateral for any loan or indebtedness. (m) Except as would not reasonably be expected to have a Material Adverse Effect, all Program cost reports, financial reports or other required filings submitted by each Operating Lessee have been materially accurate and complete as filed. To Borrower’s knowledge, there are no current, pending or threatened Program audits, or claims for recoupment, other than non-material claims for recoupment made in the ordinary course of day to day operations. (n) All existing Management Agreements for each RIDEA Facility have received all required approvals from the applicable Health Care Authority. (o) Except as would not reasonably be expected to have a Material Adverse Effect, to the extent that any Mortgage Borrower is a Covered Entity or a Business Associate as defined in HIPAA, such Mortgage Borrower has materially complied with all Legal Requirements related to patient, medical or individual healthcare information, including the Health Insurance Portability and Accountability Act of 1996 and its implemented regulations promulgated thereunder, all as amended from time to time (collectively, “HIPAA”), including the standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart C, the standards for transactions and code sets used in electronic transactions at 45 C.F.R. Part 160, Subpart A and Part 162, and the standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, all as amended from time to time. Except as would not reasonably be expected to have a Material Adverse Effect, Mortgage Borrower has entered into, where required, and is in compliance in all material respects with the terms of all Business Associate agreements (as defined in HIPAA) to which it is a party or otherwise bound. No Mortgage Borrower has received written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority of any allegation regarding its failure to comply with HIPAA or any other state law or regulation applicable to the protection of health information. To the knowledge of Borrower, no successful “Security Incident” or Breach of Unsecured Protected Health Information have occurred with respect to information maintained or transmitted to Mortgage Borrower. All capitalized terms in this subsection not otherwise defined in this Agreement shall have the meaning set forth under HIPAA.

Health Care Representations. (a) Borrower is in possession of all material certificates, certificates of need, certifications, government licenses, permits or regulatory agreements required by Health Care Authorities and Mortgage Borrower is in possession of same to the extent necessary for Mortgage Borrower to own or (as applicable) lease the Facilities or for Mortgage Borrower to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Requirements (collectively, the “Health Care Licenses”) and all such Health Care Licenses are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such Health Care License in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since January 1, 2012, no Borrower Party or Affiliated Manager has (i) been excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (ii) been notified in writing that it is about to be excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (iii) been convicted of any crime relating to any Program, or (iv) operated a facility which is or was identified by Centers for Medicare and Medicaid Services as a “Special Focus Facility” during the time such facility was operated by such Borrower Party or Affiliated Manager. (c) Each Non-MOB Facility is duly licensed as set forth on Schedule XVIII attached hereto. The Licensed Bed Capacity of each Non-MOB Facility is as set forth on Schedule XIV attached hereto and the Available Beds at each Non-MOB Facility as of the date hereof is as set forth on Schedule XIV. Neither Mortgage Borrower nor to Borrowers’ knowledge, any Master Tenant and/or any Subtenant has applied to reduce the Licensed Bed Capacity at any Non-MOB Facility or to move or transfer the right to any and all of the licensed or certified beds of any Non-MOB Facility to any other location or to amend or otherwise change any Non-MOB Facility and/or reduce the Licensed Bed Capacity of any Non-MOB Facility and to Borrower’s knowledge, there are no proceedings or actions pending or contemplated to reduce the Licensed Bed Capacity of any Non-MOB Facility; (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Mortgage Borrower is, and to Borrower’s knowledge, each Master Tenant and each Subtenant is, in compliance in all material respects with all applicable provisions of Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities and (ii) neither Mortgage Borrower (including any Operating Lessee) nor, to Borrower’s knowledge, any Master Tenant and/or any Subtenant, has received any written notice from any Health Care Authority alleging any material violation of any applicable Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities; (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Operating Lessee (i) is in compliance in all material respects with the requirements for participation in Programs with respect to each RIDEA Facility that currently participates in such Programs, and (ii) has current Program agreements, as applicable, which are in full force and effect; (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Mortgage Borrower is not, and to Borrower’s knowledge, no Master Tenant and/or Subtenant is, subject to any action, proceeding, suit, audit, investigation or sanction by any Health Care Authority alleging a material violation of Health Care Requirements, nor to Borrower’s knowledge, has any such action, proceeding, suit, investigation or audit been threatened. (g) Borrower has delivered to Lender an Occupancy Report for each Non-MOB Property. (h) No Health Care License held by any Operating Lessee has been (A) transferred to any location other than the applicable Facility or (B) pledged as collateral security. Each Health Care License held by any Operating Lessee is (i) is held free from restriction or known conflict and (ii) not provisional, probationary or restricted in any way, except where such provisional license is issued in the ordinary course prior to the issuance of a full license. (i) No Operating Lessee has taken any action to rescind, withdraw, revoke, materially amend, modify or otherwise materially alter the nature or scope of any Health Care License or any material payor Program in which a RIDEA Facility participates. (j) To Borrower’s knowledge, except with respect to plans of correction which are not yet due pursuant to the applicable Facility Survey, no Operating Lessee has had any deficiencies cited during any Facility Survey that remain uncorrected or for which a plan of correction has not been timely filed, and is being implemented. (k) The execution and delivery of the Loan Documents, Borrower’s performance thereunder and the recordation of the Security Instruments will not (i) adversely affect in any material respect any Master Tenant’s, Subtenant’s or Operating Lessee’s right to receive payment under any Program, (ii) reduce any Program payments or (iii) adversely affect any Health Care License. (l) Each Operating Lessee’s Program accounts receivable are free from any liens, and no Operating Lessee’s accounts receivable have been pledged as collateral for any loan or indebtedness (other than the Loan). To Borrower’s knowledge, each Master Tenant’s and Subtenant’s Program accounts receivable are free from any liens, and neither Master Tenant’s or Subtenant’s account receivables have been pledged as collateral for any loan or indebtedness. (m) Except as would not reasonably be expected to have a Material Adverse Effect, all Program cost reports, financial reports or other required filings submitted by each Operating Lessee have been materially accurate and complete as filed. To Borrower’s knowledge, there are no current, pending or threatened Program audits, or claims for recoupment, other than non-material claims for recoupment made in the ordinary course of day to day operations. (n) All existing Management Agreements for each RIDEA Facility have received all required approvals from the applicable Health Care Authority. (o) Except as would not reasonably be expected to have a Material Adverse Effect, to the extent that any Mortgage Borrower is a Covered Entity or a Business Associate as defined in HIPAA, such Mortgage Borrower has materially complied with all Legal Requirements related to patient, medical or individual healthcare information, including the Health Insurance Portability and Accountability Act of 1996 and its implemented regulations promulgated thereunder, all as amended from time to time (collectively, “HIPAA”), including the standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart C, the standards for transactions and code sets used in electronic transactions at 45 C.F.R. Part 160, Subpart A and Part 162, and the standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, all as amended from time to time. Except as would not reasonably be expected to have a Material Adverse Effect, Mortgage Borrower has entered into, where required, and is in compliance in all material respects with the terms of all Business Associate agreements (as defined in HIPAA) to which it is a party or otherwise bound. No Mortgage Borrower has received written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority of any allegation regarding its failure to comply with HIPAA or any other state law or regulation applicable to the protection of health information. To the knowledge of Borrower, no successful “Security Incident” or Breach of Unsecured Protected Health Information have occurred with respect to information maintained or transmitted to Mortgage Borrower. All capitalized terms in this subsection not otherwise defined in this Agreement shall have the meaning set forth under HIPAA.

Health Care Representations. (a) Borrower is in possession of all material certificates, certificates of need, certifications, government licenses, permits or regulatory agreements required by Health Care Authorities To each Seller’s and Mortgage Borrower is in possession of same to the extent necessary for Mortgage Borrower to own or (as applicable) lease the Facilities or for Mortgage Borrower to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Requirements (collectively, the “Health Care Licenses”) and all such Health Care Licenses are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such Health Care License in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Existing Operator’s Knowledge: (b) Since January 1, 2012, no Borrower Party or Affiliated Manager has (i) been excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (ii) been notified in writing that it is about to be excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (iii) been convicted of any crime relating to any Program, or (iv) operated a facility which is or was identified by Centers for Medicare and Medicaid Services as a “Special Focus Facility” during the time such facility was operated by such Borrower Party or Affiliated Manager. (c) Each Non-MOB Facility is duly licensed as set forth on Schedule XVIII attached heretoa skilled nursing facility or assisted living facility as required under the applicable Laws of the ADH. The Licensed Bed Capacity licensed bed capacity of each Non-MOB Facility as of the Execution Date is as set forth on Schedule XIV attached hereto and the Available Beds at each Non-MOB Facility as of the date hereof is as set forth on Schedule XIV. Neither Mortgage Borrower nor to Borrowers’ knowledge, any Master Tenant and/or any Subtenant has applied to reduce the Licensed Bed Capacity at any Non-MOB Facility or to move or transfer the right to any and all of the licensed or certified beds of any Non-MOB Facility to any other location or to amend or otherwise change any Non-MOB Facility and/or reduce the Licensed Bed Capacity of any Non-MOB Facility and to Borrower’s knowledge, there in Exhibit A. There are no proceedings or actions pending or contemplated to reduce the Licensed Bed Capacity number of licensed beds of any Non-MOB Facility;. (dii) Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the OTA Assets and the operations of the Facilities, the Existing Operators (iand the operation of each Facility participating in the Medicare and/or Medicaid programs) Mortgage Borrower is, and to Borrower’s knowledge, each Master Tenant and each Subtenant is, are in substantial compliance in all material respects with all the applicable provisions of Health Care Requirements the applicable Laws of any Governmental Authority having jurisdiction over the ownership, use or operation of any Facility, including (a) staffing requirements, (b) health and fire safety codes (except for code-required sprinkler systems which are being installed at the Batesville Healthcare Center and the Xxxxxx Healthcare Center, as previously disclosed to New Operators (the “Sprinkler System Installation Project”)), including safety standards, (c) applicable Laws relating to the prevention of fraud and abuse, (d) insurance, reimbursement and cost reporting requirements, government payment program requirements and disclosure of ownership and operation related information requirements, (e) requirements of the Non-MOB Facilities applicable Governmental Authorities, including those relating to each Facility’s physical structure and environment, licensing, rate setting, equipment and personnel, and (iif) neither Mortgage Borrower (including any Operating Lessee) nor, other applicable Laws or agreements for reimbursement with respect to Borrower’s knowledge, any Master Tenant and/or any Subtenant, has received any written notice from any Health Care Authority alleging any material violation of any applicable Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities;each Facility. (eiii) Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, material adverse effect on the OTA Assets and the operations of the Facilities: (a) each Operating Lessee (i) Existing Operator is in compliance in all material respects with the requirements for participation in Programs the Medicare and Medicaid programs with respect to each RIDEA Facility that currently participates in such Programsprograms, (b) no Existing Operator had any deficiencies on its most recent survey (standard or complaint) that would result in a denial of payment for new admissions and (iic) no Existing Operator had any deficiencies at “level G” or above on its most recent survey (standard or complaint), nor has current Program agreements, any Existing Operator been cited with any substandard quality of care deficiencies (as applicable, which are that term is defined in full force and effect; Part 488 of 42 C.F.R.) on its most recent survey. During the past two (f2) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Mortgage Borrower is not, and to Borrower’s knowledgeyears, no Master Tenant and/or Subtenant is, subject to any action, proceeding, suit, audit, investigation or sanction Facility has been designated as a Special Focus Facility (as such term is defined by any Health Care Authority alleging a material violation of Health Care Requirements, nor to Borrower’s knowledge, has any such action, proceeding, suit, investigation or audit been threatenedCMS Special Focus Facility Program). (giv) Borrower has delivered to Lender an Occupancy Report for each Non-MOB Property. (h) No Health Care License held by There are no contracts or agreements with residents of any Operating Lessee has been (A) transferred to any location other than the applicable Facility or (B) pledged as collateral security. Each Health Care License held by with any Operating Lessee is (i) is held free from restriction other persons or known conflict and (ii) not provisional, probationary or restricted in any way, except where such provisional license is issued in the ordinary course prior to the issuance of a full license. (i) No Operating Lessee has taken any action to rescind, withdraw, revoke, materially amend, modify or otherwise materially alter the nature or scope of any Health Care License or any material payor Program in which a RIDEA Facility participates. (j) To Borrower’s knowledge, except with respect to plans of correction which are not yet due pursuant to the applicable Facility Survey, no Operating Lessee has had any deficiencies cited during any Facility Survey organizations that remain uncorrected or for which a plan of correction has not been timely filed, and is being implemented. (k) The execution and delivery of the Loan Documents, Borrower’s performance thereunder and the recordation of the Security Instruments will not (i) adversely affect deviate in any material respect from or that conflict with any Master Tenant’s, Subtenant’s statutory or Operating Lessee’s right to receive payment under any Program, (ii) reduce any Program payments or (iii) adversely affect any Health Care Licenseregulatory requirements. (lv) Each Operating Lessee’s Program Other than the Medicare, Medicaid, Veterans Administration and Total Life Healthcare, Inc., programs, no Existing Operator is a participant in any federal, state or local program whereby any Governmental Authority or any intermediary, agency, board or other authority or entity may have the right to recover funds with respect to any Facility by reason of the advance of federal, state or local funds, including those authorized under the Xxxx-Xxxxxx Act (42 U.S.C. § 291, et seq.). The Existing Operators have received no written notice, and have no knowledge, of any actual or alleged violation of applicable antitrust laws by any Existing Operator. (vi) Except as set forth on Schedule 4.01(p)(vi) (the “Existing Liens”), all third party payor accounts receivable of each Existing Operator are free from of any liens, Liens and no Operating Lessee’s accounts receivable have been pledged as collateral for any loan or indebtedness (other than the Loan). To Borrower’s knowledge, each Master Tenant’s and Subtenant’s Program accounts receivable are free from any liens, and neither Master Tenant’s or Subtenant’s account such receivables have been pledged as collateral security for any loan or indebtedness. The Existing Liens shall be terminated on or before the Closing Date. (mvii) Except as would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the OTA Assets and the operations of the Facilities, each Existing Operator is in compliance in all Program cost reportsmaterial respects with the Health Care Insurance Portability and Accountability Act of 1996, financial reports or other required filings submitted by each Operating Lessee have been materially accurate and complete as filed. To Borrower’s knowledge, there are no current, pending or threatened Program audits, or claims for recoupment, other than non-material claims for recoupment made in the ordinary course of day to day operationsregulations promulgated thereunder. (n) All existing Management Agreements for each RIDEA Facility have received all required approvals from the applicable Health Care Authority. (oviii) Except as would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the OTA Assets and the operations of the Facilities, to the extent that there is no threatened or pending revocation, suspension, termination, probation, restriction, limitation, or non-renewal of an Seller/Existing Operator License affecting any Mortgage Borrower is a Covered Entity Existing Operator or a Business Associate as defined in HIPAAany Facility or Medicare or Medicaid provider agreement. (ix) All Medicare, such Mortgage Borrower has materially complied with all Legal Requirements related to patient, medical or individual healthcare information, including the Health Insurance Portability and Accountability Act of 1996 and its implemented regulations promulgated thereunder, all as amended from time to time (collectively, “HIPAA”), including the standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart C, the standards for transactions and code sets used in electronic transactions at 45 C.F.R. Part 160, Subpart A and Part 162Medicaid, and private insurance Cost Reports and financial reports required to be submitted by or on behalf of each Facility during the standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, past two (2) years are accurate and complete in all as amended from time to timematerial respects and have not been misleading in any material respects. Except as would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the OTA Assets and the operations of the Facilities, Mortgage Borrower has entered into(a) there are no current, where requiredpending or outstanding Medicare, Medicaid or third party payor programs reimbursement audits or appeals, and (ii) there are no current or pending Medicare, Medicaid or third party payor programs recoupment claims and there is no basis for making any such recoupment claims, in compliance each case with respect to any Facility (other than a Medicaid related recoupment claim with respect to the Jonesboro Healthcare Center). (x) Except as would not reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities, each Facility and the use thereof complies in all material respects with all applicable local, state, and federal building codes, fire codes (other than the terms Sprinkler System Installation Project), and other similar regulatory requirements and no waivers of such physical plant standards exist at any of the Facilities. (xi) Not including any materials protected by attorney-client privilege or constituting attorney work product, true and complete copies of all Business Associate agreements (as defined in HIPAA) to which it is a party or otherwise bound. No Mortgage Borrower has received written notice from the Office for Civil Rights for the U.S. Department survey reports, notices and waivers of Health deficiencies, plans of correction, and Human Services or any other Governmental Authority investigation reports issued with respect to the Facilities, together with material correspondence with Governmental Authorities concerning the Facilities for the last two (2) years have been made available to New Operators. (xii) Except as set forth in Schedule 4.01(p)(xii), no Existing Operator or Facility has received any written notice or written communication from any Governmental Authority, alleging any violation of accreditation, professional, trade, industry, ethical or other applicable standards by any allegation regarding Existing Operator or Facility. (xiii) No Existing Operator or any of its failure Affiliates have provided any incentives to comply contracted provider networks or providers that have violated any applicable Law with HIPAA respect to inducing, directly or indirectly, such contracted provider networks or providers to refer patients to any of the Facilities. Except as would not reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities, each Existing Operator and each Facility are, and during the past two (2) years have been, in material compliance with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), Xxxxx law (42 U.S.C. § 1395nn), False Claims Act (31 U.S.C. § 3729 et seq.) and any state law prohibiting kickbacks or certain referrals relating or applicable to Medicare or any other state law or regulation federal health care programs. In addition, the Existing Operators and each Facility are, and during the past two (2) years have been, in material compliance with all applicable Laws pertaining to (a) xxxxxxxx to insurance companies, health maintenance organizations and other managed care plans or otherwise related to insurance fraud and (b) collection agencies and the performance of collection services. (xiv) To Seller’s and Existing Operator’s Knowledge, each employee of any Existing Operator who is required by Law to hold a permit or other qualification to deliver health care services to patients (including the performance of diagnostic services such as x-ray or lab services) holds such permit or other qualification and is performing only those services which are permitted by such permit or other qualification. (xv) Sellers and Existing Operators have made available to New Operators, Patient Census Information that is true, complete and accurate in all material respects for each of the Facilities for the last two (2) calendar years and current year-to-date. (xvi) To Seller’s and Existing Operator’s Knowledge, (i) Resident Records (as hereinafter defined) used or developed in connection with the operation of the Facilities have been maintained in all material respects in accordance with all Laws governing the preparation, maintenance of confidentiality, transfer and/or destruction of such records and (ii) there is no material deficiency in the Resident Records. For the purposes of this Agreement, the “Resident Records” means all books, data and records (including electronic versions thereof) related to the protection operation of health information. To the knowledge of BorrowerFacilities, no successful “Security Incident” including financial and accounting records, customer lists, patient lists, resident lists, patient charts and care plans, family or Breach of Unsecured Protected Health Information have occurred with respect emergency contact lists, referral source lists, regulatory surveys and reports, incident tracking reports, advertising and marketing materials and competitive analyses, all policy and procedure manuals, and all records and reports (except for such records and reports where transfer is prohibited by Law) relating to information maintained all residents or transmitted to Mortgage Borrower. All capitalized terms in this subsection not otherwise defined in this Agreement shall have patients at the meaning set forth under HIPAAFacilities.

Health Care Representations. Notwithstanding anything contained in this Section 4.2 to the contrary, (i) with respect to each Individual Property that is subject to an Effective Operating Lease, any breach of the representations, warranties, covenants or agreements set forth in this Section 4.2 which does not have and which would not reasonably be expected to have a Material Adverse Effect, such breach shall not be a Default or an Event of Default hereunder as long as Borrower is using reasonable and diligent efforts to cause Owner to enforce its rights under the applicable Effective Operating Lease to cause the Operator Tenant thereunder to cure such breach and (ii) with respect to each Individual Property that is a LC Covered Property, any breach of the representations, warranties, covenants or agreements set forth in this Section 4.2 which does not subject Lender to any criminal liability shall not be a Default hereunder as long as such Individual Property remains an LC Covered Property. Borrower, for itself and its successors and assigns, does hereby represent and warrant to Lender, its successors and assigns, as of March 29, 2007, and except as set forth on Schedule VI attached hereto, that: (a) Borrower is in possession of To Borrower’s actual knowledge, all material certificatesMedicare and Medicaid provider agreements, certificates of need, if applicable, certifications, government governmental licenses, permits or permits, regulatory agreements or other agreements and approvals, including certificates of operation, completion and occupancy, and state nursing facility licenses or other licenses required by Health Care Authorities for the legal use, occupancy and Mortgage Borrower is in possession operation of same to the extent necessary for Mortgage Borrower to own or (as applicable) lease the Facilities or for Mortgage Borrower to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Requirements each Facility (collectively, the “Health Care Licenses”) have been obtained and all such Health Care Licenses are valid, and in full force and effect, exceptincluding approved provider status in any approved provider payor program. To Borrower’s actual knowledge, in each case, where the failure to Owner or Operator Tenants own and possess and maintain hold free from restrictions or conflicts with the rights of others, all such Health Care License Licenses and will operate or cause each Facility to be operated in such a manner that the Health Care Licenses shall remain in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.effect; (b) Since January 1, 2012, no Borrower Party or Affiliated Manager has (i) been excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (ii) been notified in writing that it is about to be excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (iii) been convicted of any crime relating to any Program, or (iv) operated a facility which is or was identified by Centers for Medicare and Medicaid Services as a “Special Focus Facility” during the time such facility was operated by such Borrower Party or Affiliated Manager. (c) Each Non-MOB Facility is duly licensed as set forth on Schedule XVIII attached heretoa skilled nursing facility or assisted living facility as required under the applicable laws of the state in which such Facility is located. The Licensed Bed Capacity licensed bed capacity of each Non-MOB Facility is as set forth on Schedule XIV V attached hereto and hereto. Neither Owner nor, to the Available Beds at each Non-MOB Facility as actual knowledge of Borrower, any Operator Tenant, nor the manager of the date hereof is as set forth on Schedule XIV. Neither Mortgage Borrower nor to Borrowers’ knowledge, any Master Tenant and/or any Subtenant operations or Facility has applied to reduce the Licensed Bed Capacity at number of licensed or certified beds of any Non-MOB Facility or to move or transfer the right to any and all of the licensed or certified beds of any Non-MOB Facility to any other location or to amend or otherwise change any Non-MOB Facility and/or reduce the Licensed Bed Capacity number of beds approved by the state health department or equivalent (or any Non-MOB Facility subdivision) or other applicable state licensing agency, and to Borrower’s knowledge, there are no proceedings or actions pending or contemplated to reduce the Licensed Bed Capacity number of licensed or certified beds of any Non-MOB Facility; (dc) Except as would notTo the actual knowledge of Borrower, individually or in the aggregate, reasonably be expected each License with respect to have a Material Adverse Effect, Facility (i) Mortgage Borrower is, and to Borrower’s knowledge, each Master Tenant and each Subtenant is, in compliance in all material respects with all applicable provisions of Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities and (ii) neither Mortgage Borrower (including any Operating Lessee) nor, to Borrower’s knowledge, any Master Tenant and/or any Subtenant, has received any written notice from any Health Care Authority alleging any material violation of any applicable Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities; (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Operating Lessee (i) is in compliance in all material respects with the requirements for participation in Programs with respect to each RIDEA Facility that currently participates in such Programs, and (ii) has current Program agreements, as applicable, which are in full force and effect; (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Mortgage Borrower is not, and to Borrower’s knowledge, no Master Tenant and/or Subtenant is, subject to any action, proceeding, suit, audit, investigation or sanction by any Health Care Authority alleging a material violation of Health Care Requirements, nor to Borrower’s knowledge, has any such action, proceeding, suit, investigation or audit been threatened. (g) Borrower has delivered to Lender an Occupancy Report for each Non-MOB Property. (h) No Health Care License held by any Operating Lessee has not been (A) transferred to any location other than the applicable Facility or (B) pledged as collateral security. Each Health Care License held by any Operating Lessee is , (iii) is held free from restriction restrictions or known conflict conflicts that would materially impair the use or operation of the applicable Facility as intended, and (iiiii) is not provisional, probationary probationary, or restricted in any way, except in instances where such provisional license is a Governmental Authority or Health Care Authority has issued a provisional, probationary or restricted license, permit or certification in the ordinary course prior to the pending issuance of a full final license., permit or certification; (id) No Operating Lessee To the actual knowledge of Borrower, no Tenant, Operator Tenant and/or the manager of the operations, or Facility has taken any action to rescind, withdraw, revoke, materially amend, modify modify, supplement or otherwise materially alter the nature nature, tenor or scope of any License or applicable provider payment program participation; (e) To the actual knowledge of Borrower, Owner, each Operator Tenant, and/or the manager of the operations (and the operation of each Facility) are in material compliance with the applicable provisions of the laws, ordinances, statutes, regulations, orders, standards, policies, restrictions or rules of any Health Care License Authority having jurisdiction over the ownership, use, occupancy or operation of any Facility, including (i) staffing requirements, (ii) health and fire safety codes including quality and safety standards, (iii) accepted professional standards and principles that apply to professionals providing services at each Facility, (iv) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (v) insurance, reimbursement and cost reporting requirements, government payment program requirements and disclosure of ownership and related information requirements, (vi) requirements of applicable Health Care Authorities, including those relating to each Facility’s physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions of Facilities and services and fee splitting, and (vii) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator Tenants and/or the manager of the operations with respect to each Facility. As used in Sections 4.2(e) and 4.2(f), “material payor Program in which compliance” means a RIDEA level of compliance that would keep the Borrower, Operator Tenants, and/or the manager of the operations (and the operation of the Facility) free from any proceedings or sanctions by any Governmental Authority or Health Care Authority having jurisdiction over the operation of any Facility participates.and would not adversely affect Owner’s, each Operator’s Tenant’s and/or the manager’s operations, including, but not limited to, its right to receive reimbursement or insurance payments; (jf) To Borrower’s actual knowledge, except Owner, each Operator Tenant, and/or the manager of the operations are each in material compliance with the requirements for participation in the Medicare and Medicaid programs with respect to plans each Facility that currently participates in such programs and has a current provider agreement under Title XVIII and/or XIX of correction the Social Security Act which are not yet due pursuant to is in full force and effect. To Borrower’s actual knowledge, none of Owner, any Operator Tenant nor the applicable Facility Survey, no Operating Lessee manager of the operations has had any deficiencies cited during any Facility Survey on its most recent survey (standard or complaint) that remain uncorrected or would result in a denial of payment for which a plan of correction has not been timely filednew admissions with no opportunity to correct prior to termination, and no statement of charges or deficiencies has been made and no penalty enforcement action has been taken under the last survey cycle. To Borrower’s actual knowledge, none of Owner, any Operator Tenant nor the manager of the operations had any deficiencies at “level G” or above on its most recent survey (standard or complaint), nor has Operator or the manager of the operations been cited with any substandard quality of care deficiencies (as that term is being implemented.defined in Part 488 of 42 C.F.R.) for the past two consecutive surveys. To Borrower’s actual knowledge, no Facility has been the subject of a “double G” determination for the last three (3) years. To Borrower’s actual knowledge, no Facility has been designated as a Special Focus Facility (as such term is defined by the Centers of Medicare and Medicaid Service Special Focus Facility Program); (kg) The None of Owner, or, to Borrower’s actual knowledge, any Operator Tenant nor the manager of the operations is a target of, participant in, or subject to any action, proceeding, suit, audit, investigation or sanction by any Health Care Authority or any other administrative or investigative body or entity or any other third party or any patient or resident (including, without limitation, whistleblower suits, or suits brought pursuant to federal or state False Claims Acts, and Medicaid/Medicare/State fraud/abuse laws) which could reasonably be expected to result, directly or indirectly or with the passage of time, in the imposition of a fine, penalty, alternative, interim or final sanction, a lower rate certification, recoupment, recovery, suspension or discontinuance of all or part of reimbursement from any Health Care Authority, third-party payor, insurance carrier or private payor, a lower reimbursement rate for services rendered to eligible patients, or any other civil or criminal remedy, or which could reasonably be expected to have a material adverse effect on Owner, Borrower, any Operator Tenant, and/or the manager of the operations, or the operation of any Facility, including any Facility’s ability to accept or retain residents, or which could result in the appointment of a receiver or manager, or in the modification, limitation, annulment, revocation, transfer, surrender, suspension or other impairment of a License, or affect Owner’s, Borrower’s, any Operator Tenants and/or manager’s participation in the Medicare, Medicaid, or third-party payor program, as applicable, or any successor program thereto, at current rate certification, nor has any such action, proceeding, suit, investigation or audit been threatened; (h) To Borrower’s actual knowledge, there are no agreements with residents of any Facility, or with any other persons or organizations, that deviate in any material adverse respect from, or that conflict with, any statutory or regulatory requirements; and all resident records at each Facility, including patient and/or resident accounts records, are true, complete, and correct in all material respects; (i) Neither the execution and delivery of the Note, this Agreement, the Pledge or the other Loan Documents, Borrower’s performance thereunder and the recordation of the Security Instruments will not thereunder, (i) adversely affect in any material respect any Master Tenantaffects Owner’s, Subtenantany Operator Tenant’s or Operating Lesseemanager’s right to receive payment under any ProgramMedicaid, Medicare, insurance company, managed care company, or other third-party insurance payments or reimbursements or to receive private payor payments or reimbursements, (ii) materially reduces the Medicaid, Medicare, insurance company, managed care company, or other third-party insurance payments or reimbursements or materially reduce private payor payments or reimbursements which Owner, any Program payments Operator Tenant, or manager is receiving as of the date hereof, or (iii) adversely affect any affects the Health Care LicenseLicenses. As used in this Section 4.2(i), “materially reduce” means any change, effect, event, circumstance, occurrence or state of facts that is adverse to the financial condition or results of operations of any Facility. (lj) Each Operating Lessee’s Program accounts receivable are free from any liens, and no Operating Lessee’s accounts receivable have been pledged as collateral for any loan or indebtedness (other Other than the LoanMedicare and Medicaid programs, neither Owner nor, to Borrower’s actual knowledge, any Operator Tenant nor the manager of the operations is a participant in any federal, state or local program whereby any federal, state or local government or quasi-governmental body, or any intermediary, agency, board or other authority or entity has the right to recover funds with respect to any Individual Property by reason of the advance of federal, state or local funds, including, without limitation, those authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.). To Neither Borrower nor Owner has received any notice, or is aware of any violation of applicable antitrust laws by any Operator Tenant with respect to the Properties; (k) Except as set forth in Schedule VI attached hereto, Owner and, to Borrower’s actual knowledge, each Master Operator Tenant’s and Subtenantmanager’s Program private payor, Medicaid, Medicare, and/or managed care company, insurance company or other third-party insurance accounts receivable with respect to each Individual Property are free from of any liens, liens and neither Master Owner, nor, to Borrower’s actual knowledge, any Operator Tenant’s , or Subtenant’s account manager has pledged any of its receivables have been pledged as collateral security for any loan or indebtedness.; (l) To Borrower’s actual knowledge, none of Owner, any Operator Tenant nor the manager of the operations is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at any Facility and there are no threatened or pending labor disputes at any Facility; (m) Except as would not reasonably be expected Owner, and, to Borrower’s actual knowledge, each Operator Tenant and/or the manager of the operations each have instituted, and each Facility is operated in material compliance with, a Material Adverse Effectcompliance plan which follows applicable guidelines established by Health Care Authorities; (n) Owner, and, to Borrower’s actual knowledge, each Operator Tenant and/or the manager of the operations are in compliance with the Healthcare Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder; (o) To Borrower’s actual knowledge, there is no threatened or pending revocation, suspension, termination, probation, restriction, limitation, or non-renewal affecting Owner, any Operator Tenant, and/or the manager of the operations, or any Facility or provider agreement with any third-party payor, Medicare or Medicaid; (p) To Borrower’s actual knowledge, all Program Medicare, Medicaid, and private insurance cost reports, reports and financial reports or other required filings submitted by or on behalf of each Operating Lessee have been Facility are materially accurate and complete as filed. To Borrower’s knowledgeand have not been misleading in any material respects, (i) there are no current, pending or threatened Program outstanding Medicare, Medicaid or Third-Party Payor Programs reimbursement audits or appeals pending at any of the Facilities, (ii) there are no cost report years that are subject to audits, no cost reports remain “open” or claims for recoupmentunsettled, other than nonand (iii) there are no current or pending Medicare, Medicaid or third-material claims for party payor programs recoupment made in the ordinary course of day to day operations.efforts at any Facility; (nq) All existing Management Agreements for To Borrower’s actual knowledge, each RIDEA Facility have received all required approvals from the applicable Health Care Authority. (o) Except as would not reasonably be expected to have a Material Adverse Effect, to the extent that any Mortgage Borrower is a Covered Entity or a Business Associate as defined in HIPAA, such Mortgage Borrower has materially complied with all Legal Requirements related to patient, medical or individual healthcare information, including the Health Insurance Portability and Accountability Act of 1996 and its implemented regulations promulgated thereunder, all as amended from time to time (collectively, “HIPAA”), including the standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart C, the standards for transactions and code sets used in electronic transactions at 45 C.F.R. Part 160, Subpart A and Part 162, and the standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, all as amended from time to time. Except as would not reasonably be expected to have a Material Adverse Effect, Mortgage Borrower has entered into, where required, and is in compliance use thereof complies in all material respects with all applicable local, state, and federal building codes, fire codes, health care, nursing facility, and other similar regulatory requirements and no waivers of such physical plant standards exist at any of the Facilities; (r) To Borrower’s actual knowledge, any existing agreement relating to the management or operation of each Facility is in full force and effect and is not in default by any party. In the event any management or operating agreement is terminated or in the event of foreclosure or other acquisition, the subsequent operator or manager need not obtain a certificate of need prior to applying for and receiving a license to operate a Facility or prior to receiving Medicare or Medicaid payments, as applicable; (s) None of Owner, or to Borrower’s actual knowledge, any Operator Tenant or the manager of the operations, nor any Facility has or will, other than in the normal course of business, change the terms of all Business Associate agreements any of the Medicare, Medicaid or third-party payor programs or its normal billing payment or reimbursement policies and related procedures, including the amount and timing of finance charges, fees and write-offs; and (as defined in HIPAAt) to which it is a party or otherwise bound. No Mortgage To Borrower’s actual knowledge, Borrower has received written notice from the Office delivered to Lender a true, correct and complete Occupancy Report for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority of any allegation regarding its failure to comply with HIPAA or any other state law or regulation applicable to the protection of health information. To the knowledge of Borrower, no successful “Security Incident” or Breach of Unsecured Protected Health Information have occurred with respect to information maintained or transmitted to Mortgage Borrower. All capitalized terms in this subsection not otherwise defined in this Agreement shall have the meaning set forth under HIPAAeach Individual Property.

Health Care Representations. Notwithstanding anything contained in this Section 4.2 to the contrary, (ai) with respect to each Individual Property that is subject to an Effective Operating Lease, any breach of the representations, warranties, covenants or agreements set forth in this Section 4.2 which does not have and which would not reasonably be expected to have a Material Adverse Effect, such breach shall not be a Default or an Event of Default hereunder as long as Borrower is using reasonable and diligent efforts to enforce its rights under the applicable Effective Operating Lease to cause the Operator Tenant thereunder to cure such breach and (ii) with respect to each Individual Property that is a LC Covered Property, any breach of the representations, warranties, covenants or agreements set forth in possession of all material certificatesthis Section 4.2 which does not subject Lender to any criminal liability shall not be a Default hereunder as long as such Individual Property remains an LC Covered Property. Borrower, certificates of needfor itself and its successors and assigns, certificationsdoes hereby represent and warrant to Lender, government licensesits successors and assigns, permits or regulatory agreements required by Health Care Authorities and Mortgage Borrower is in possession of same to the extent necessary for Mortgage Borrower to own or (as applicable) lease the Facilities or for Mortgage Borrower to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable and except as set forth on Schedule VI attached hereto, that: (a) To Borrower’s actual knowledge, all Medicare and Medicaid provider agreements, certificates of need, if applicable, certifications, governmental licenses, permits, regulatory agreements or other agreements and approvals, including certificates of operation, completion and occupancy, and state nursing facility licenses or other licenses required by Health Care Requirements Authorities for the legal use, occupancy and operation of each Facility (collectively, the “Health Care Licenses”) have been obtained and all such Health Care Licenses are valid, and in full force and effect, exceptincluding approved provider status in any approved provider payor program. To Borrower’s actual knowledge, in each case, where the failure to Borrower or Operator Tenants own and possess and maintain hold free from restrictions or conflicts with the rights of others, all such Health Care License Licenses and will operate or cause each Facility to be operated in such a manner that the Health Care Licenses shall remain in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.effect; (b) Since January 1, 2012, no Borrower Party or Affiliated Manager has (i) been excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (ii) been notified in writing that it is about to be excluded, debarred, or suspended from or otherwise determined to be ineligible to participate in any Program, (iii) been convicted of any crime relating to any Program, or (iv) operated a facility which is or was identified by Centers for Medicare and Medicaid Services as a “Special Focus Facility” during the time such facility was operated by such Borrower Party or Affiliated Manager. (c) Each Non-MOB Facility is duly licensed as set forth on Schedule XVIII attached heretoa skilled nursing facility or assisted living facility as required under the applicable laws of the state in which such Facility is located. The Licensed Bed Capacity licensed bed capacity of each Non-MOB Facility is as set forth on Schedule XIV V attached hereto and hereto. Neither Borrower nor, to the Available Beds at each Non-MOB Facility as actual knowledge of Borrower, any Operator Tenant, nor the manager of the date hereof is as set forth on Schedule XIV. Neither Mortgage Borrower nor to Borrowers’ knowledge, any Master Tenant and/or any Subtenant operations or Facility has applied to reduce the Licensed Bed Capacity at number of licensed or certified beds of any Non-MOB Facility or to move or transfer the right to any and all of the licensed or certified beds of any Non-MOB Facility to any other location or to amend or otherwise change any Non-MOB Facility and/or reduce the Licensed Bed Capacity number of beds approved by the state health department or equivalent (or any Non-MOB Facility subdivision) or other applicable state licensing agency, and to Borrower’s knowledge, there are no proceedings or actions pending or contemplated to reduce the Licensed Bed Capacity number of licensed or certified beds of any Non-MOB Facility; (dc) Except as would notTo the actual knowledge of Borrower, individually or in the aggregate, reasonably be expected each License with respect to have a Material Adverse Effect, Facility (i) Mortgage Borrower is, and to Borrower’s knowledge, each Master Tenant and each Subtenant is, in compliance in all material respects with all applicable provisions of Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities and (ii) neither Mortgage Borrower (including any Operating Lessee) nor, to Borrower’s knowledge, any Master Tenant and/or any Subtenant, has received any written notice from any Health Care Authority alleging any material violation of any applicable Health Care Requirements relating to the ownership and operation of the Non-MOB Facilities; (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Operating Lessee (i) is in compliance in all material respects with the requirements for participation in Programs with respect to each RIDEA Facility that currently participates in such Programs, and (ii) has current Program agreements, as applicable, which are in full force and effect; (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Mortgage Borrower is not, and to Borrower’s knowledge, no Master Tenant and/or Subtenant is, subject to any action, proceeding, suit, audit, investigation or sanction by any Health Care Authority alleging a material violation of Health Care Requirements, nor to Borrower’s knowledge, has any such action, proceeding, suit, investigation or audit been threatened. (g) Borrower has delivered to Lender an Occupancy Report for each Non-MOB Property. (h) No Health Care License held by any Operating Lessee has not been (A) transferred to any location other than the applicable Facility or (B) pledged as collateral security. Each Health Care License held by any Operating Lessee is , (iii) is held free from restriction restrictions or known conflict conflicts that would materially impair the use or operation of the applicable Facility as intended, and (iiiii) is not provisional, probationary probationary, or restricted in any way, except in instances where such provisional license is a Governmental Authority or Health Care Authority has issued a provisional, probationary or restricted license, permit or certification in the ordinary course prior to the pending issuance of a full final license., permit or certification; (id) No Operating Lessee To the actual knowledge of Borrower, no Tenant, Operator Tenant and/or the manager of the operations, or Facility has taken any action to rescind, withdraw, revoke, materially amend, modify modify, supplement or otherwise materially alter the nature nature, tenor or scope of any License or applicable provider payment program participation; (e) To the actual knowledge of Borrower, Borrower, each Operator Tenant, and/or the manager of the operations (and the operation of each Facility) are in material compliance with the applicable provisions of the laws, ordinances, statutes, regulations, orders, standards, policies, restrictions or rules of any Health Care License Authority having jurisdiction over the ownership, use, occupancy or operation of any Facility, including (i) staffing requirements, (ii) health and fire safety codes including quality and safety standards, (iii) accepted professional standards and principles that apply to professionals providing services at each Facility, (iv) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (v) insurance, reimbursement and cost reporting requirements, government payment program requirements and disclosure of ownership and related information requirements, (vi) requirements of applicable Health Care Authorities, including those relating to each Facility’s physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions of Facilities and services and fee splitting, and (vii) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator Tenants and/or the manager of the operations with respect to each Facility. As used in Sections 4.2(e) and 4.2(f), “material payor Program in which compliance” means a RIDEA level of compliance that would keep the Borrower, Operator Tenants, and/or the manager of the operations (and the operation of the Facility) free from any proceedings or sanctions by any Governmental Authority or Health Care Authority having jurisdiction over the operation of any Facility participates.and would not adversely affect Borrower’s, each Operator’s Tenant’s and/or the manager’s operations, including, but not limited to, its right to receive reimbursement or insurance payments; (jf) To Borrower’s actual knowledge, except Borrower, each Operator Tenant, and/or the manager of the operations are each in material compliance with the requirements for participation in the Medicare and Medicaid programs with respect to plans each Facility that currently participates in such programs and has a current provider agreement under Title XVIII and/or XIX of correction the Social Security Act which are not yet due pursuant to is in full force and effect. To Borrower’s actual knowledge, none of Borrower, any Operator Tenant nor the applicable Facility Survey, no Operating Lessee manager of the operations has had any deficiencies cited during any Facility Survey on its most recent survey (standard or complaint) that remain uncorrected or would result in a denial of payment for which a plan of correction has not been timely filednew admissions with no opportunity to correct prior to termination, and no statement of charges or deficiencies has been made and no penalty enforcement action has been taken under the last survey cycle. To Borrower’s actual knowledge, none of Borrower, any Operator Tenant nor the manager of the operations had any deficiencies at “level G” or above on its most recent survey (standard or complaint), nor has Operator or the manager of the operations been cited with any substandard quality of care deficiencies (as that term is being implemented.defined in Part 488 of 42 C.F.R.) for the past two consecutive surveys. To Borrower’s actual knowledge, no Facility has been the subject of a “double G” determination for the last three (3) years. To Borrower’s actual knowledge, no Facility has been designated as a Special Focus Facility (as such term is defined by the Centers of Medicare and Medicaid Service Special Focus Facility Program); (kg) The None of Borrower, or, to Borrower’s actual knowledge, any Operator Tenant nor the manager of the operations is a target of, participant in, or subject to any action, proceeding, suit, audit, investigation or sanction by any Health Care Authority or any other administrative or investigative body or entity or any other third party or any patient or resident (including, without limitation, whistleblower suits, or suits brought pursuant to federal or state False Claims Acts, and Medicaid/Medicare/State fraud/abuse laws) which could reasonably be expected to result, directly or indirectly or with the passage of time, in the imposition of a fine, penalty, alternative, interim or final sanction, a lower rate certification, recoupment, recovery, suspension or discontinuance of all or part of reimbursement from any Health Care Authority, third-party payor, insurance carrier or private payor, a lower reimbursement rate for services rendered to eligible patients, or any other civil or criminal remedy, or which could reasonably be expected to have a material adverse effect on Borrower, any Operator Tenant, and/or the manager of the operations, or the operation of any Facility, including any Facility’s ability to accept or retain residents, or which could result in the appointment of a receiver or manager, or in the modification, limitation, annulment, revocation, transfer, surrender, suspension or other impairment of a License, or affect Borrower’s, any Operator Tenants and/or manager’s participation in the Medicare, Medicaid, or third-party payor program, as applicable, or any successor program thereto, at current rate certification, nor has any such action, proceeding, suit, investigation or audit been threatened; (h) To Borrower’s actual knowledge, there are no agreements with residents of any Facility, or with any other persons or organizations, that deviate in any material adverse respect from, or that conflict with, any statutory or regulatory requirements; and all resident records at each Facility, including patient and/or resident accounts records, are true, complete, and correct in all material respects; (i) Neither the execution and delivery of the Note, this Agreement, the Mortgages or the other Loan Documents, Borrower’s performance thereunder and thereunder, the recordation of the Security Instruments will not Mortgages or the Modification Documents to be recorded (i) adversely affect in any material respect any Master Tenantaffects Borrower’s, Subtenantany Operator Tenant’s or Operating Lesseemanager’s right to receive payment under any ProgramMedicaid, Medicare, insurance company, managed care company, or other third-party insurance payments or reimbursements or to receive private payor payments or reimbursements, (ii) materially reduces the Medicaid, Medicare, insurance company, managed care company, or other third-party insurance payments or reimbursements or materially reduce private payor payments or reimbursements which Borrower, any Program payments Operator Tenant, or manager is receiving as of the date hereof, or (iii) adversely affect any affects the Health Care LicenseLicenses. As used in this Section 4.2(i), “materially reduce” means any change, effect, event, circumstance, occurrence or state of facts that is adverse to the financial condition or results of operations of any Facility. (lj) Each Operating LesseeOther than the Medicare and Medicaid programs, neither Borrower nor, to Borrower’s Program accounts receivable are free from actual knowledge, any liensOperator Tenant nor the manager of the operations is a participant in any federal, state or local program whereby any federal, state or local government or quasi-governmental body, or any intermediary, agency, board or other authority or entity has the right to recover funds with respect to any Individual Property by reason of the advance of federal, state or local funds, including, without limitation, those authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.). Borrower has received no notice, and no Operating Lessee’s accounts receivable have been pledged is not aware of any violation of applicable antitrust laws by any Operator Tenant with respect to the Properties; (k) Except as collateral for any loan or indebtedness (other than the Loan). To set forth in Schedule VI attached hereto, Borrower and, to Borrower’s actual knowledge, each Master Operator Tenant’s and Subtenantmanager’s Program private payor, Medicaid, Medicare, and/or managed care company, insurance company or other third-party insurance accounts receivable with respect to each Individual Property are free from of any liens, liens and neither Master Borrower, nor, to Borrower’s actual knowledge, any Operator Tenant’s , or Subtenant’s account manager has pledged any of its receivables have been pledged as collateral security for any loan or indebtedness.; (l) To Borrower’s actual knowledge, none of Borrower, any Operator Tenant nor the manager of the operations is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at any Facility and there are no threatened or pending labor disputes at any Facility; (m) Except as would not reasonably be expected Borrower, and, to Borrower’s actual knowledge, each Operator Tenant and/or the manager of the operations each have instituted, and each Facility is operated in material compliance with, a Material Adverse Effectcompliance plan which follows applicable guidelines established by Health Care Authorities; (n) Borrower, and, to Borrower’s actual knowledge, each Operator Tenant and/or the manager of the operations are in compliance with the Healthcare Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder; (o) To Borrower’s actual knowledge, there is no threatened or pending revocation, suspension, termination, probation, restriction, limitation, or non-renewal affecting Borrower, any Operator Tenant, and/or the manager of the operations, or any Facility or provider agreement with any third-party payor, Medicare or Medicaid; (p) To Borrower’s actual knowledge, all Program Medicare, Medicaid, and private insurance cost reports, reports and financial reports or other required filings submitted by or on behalf of each Operating Lessee have been Facility are materially accurate and complete as filed. To Borrower’s knowledgeand have not been misleading in any material respects, (i) there are no current, pending or threatened Program outstanding Medicare, Medicaid or Third-Party Payor Programs reimbursement audits or appeals pending at any of the Facilities, (ii) there are no cost report years that are subject to audits, no cost reports remain “open” or claims for recoupmentunsettled, other than nonand (iii) there are no current or pending Medicare, Medicaid or third-material claims for party payor programs recoupment made in the ordinary course of day to day operations.efforts at any Facility; (nq) All existing Management Agreements for To Borrower’s actual knowledge, each RIDEA Facility have received all required approvals from the applicable Health Care Authority. (o) Except as would not reasonably be expected to have a Material Adverse Effect, to the extent that any Mortgage Borrower is a Covered Entity or a Business Associate as defined in HIPAA, such Mortgage Borrower has materially complied with all Legal Requirements related to patient, medical or individual healthcare information, including the Health Insurance Portability and Accountability Act of 1996 and its implemented regulations promulgated thereunder, all as amended from time to time (collectively, “HIPAA”), including the standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart C, the standards for transactions and code sets used in electronic transactions at 45 C.F.R. Part 160, Subpart A and Part 162, and the standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, all as amended from time to time. Except as would not reasonably be expected to have a Material Adverse Effect, Mortgage Borrower has entered into, where required, and is in compliance use thereof complies in all material respects with all applicable local, state, and federal building codes, fire codes, health care, nursing facility, and other similar regulatory requirements and no waivers of such physical plant standards exist at any of the Facilities; (r) To Borrower’s actual knowledge, any existing agreement relating to the management or operation of each Facility is in full force and effect and is not in default by any party. In the event any management or operating agreement is terminated or in the event of foreclosure or other acquisition, the subsequent operator or manager need not obtain a certificate of need prior to applying for and receiving a license to operate a Facility or prior to receiving Medicare or Medicaid payments, as applicable; (s) None of Borrower, or to Borrower’s actual knowledge, any Operator Tenant or the manager of the operations, nor any Facility has or will, other than in the normal course of business, change the terms of all Business Associate agreements any of the Medicare, Medicaid or third-party payor programs or its normal billing payment or reimbursement policies and related procedures, including the amount and timing of finance charges, fees and write-offs; and (as defined in HIPAAt) to which it is a party or otherwise bound. No Mortgage To Borrower’s actual knowledge, Borrower has received written notice from the Office delivered to Lender a true, correct and complete Occupancy Report for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Authority of any allegation regarding its failure to comply with HIPAA or any other state law or regulation applicable to the protection of health information. To the knowledge of Borrower, no successful “Security Incident” or Breach of Unsecured Protected Health Information have occurred with respect to information maintained or transmitted to Mortgage Borrower. All capitalized terms in this subsection not otherwise defined in this Agreement shall have the meaning set forth under HIPAAeach Individual Property.