Common use of Healthcare Laws and Covenants Clause in Contracts

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Pool Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary GuarantorPoolUnencumbered Property Owner, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors PoolUnencumbered Property Owners (with respect to its operation of the Pool PoolUnencumbered Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor Poolan Unencumbered Property Owner or an Operator or the maintenance, use or operation of the Pool PoolUnencumbered Properties or the provision of services to the occupants of the Pool PoolUnencumbered Properties. Borrower and each Subsidiary Guarantor PoolUnencumbered Property Owner have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors PoolUnencumbered Property Owners and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool PoolUnencumbered Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor PoolUnencumbered Property Owner is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor PoolUnencumbered Property Owner at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary GuarantorPoolUnencumbered Property Owner, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor PoolUnencumbered Property Owner are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary GuarantorPoolUnencumbered Property Owner’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor PoolUnencumbered Property Owner of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Pool Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Pool Mortgaged Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Mortgaged Properties or the provision of services to the occupants of the Pool Mortgaged Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool Mortgaged Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.all

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Unencumbered Pool Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Unencumbered Pool Properties or the provision of services to the occupants of the Unencumbered Pool Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Unencumbered Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Unencumbered Pool Property: (i) Transfer any Primary Licenses relating to such Unencumbered Pool Property to any location other than to another Unencumbered Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Unencumbered Pool Property’s units or beds to another site or location other than to another Unencumbered Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Unencumbered Pool Property to any other facility (other than to another Unencumbered Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Unencumbered Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Unencumbered Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Unencumbered Pool Properties, the Unencumbered Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Unencumbered Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Unencumbered Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Unencumbered Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary GuarantorPool Property Owner, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors Pool Property Owners (with respect to its operation of the Pool Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor Pool Property Owner or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool Properties. Borrower and each Subsidiary Guarantor Pool Property Owner have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors Pool Property Owners and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor Pool Property Owner is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor Pool Property Owner at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary GuarantorPool Property Owner, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor Pool Property Owner are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary GuarantorPool Property Owner’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor Pool Property Owner of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Pool Mortgaged Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Mortgaged Properties or the provision of services to the occupants of the Pool Mortgaged Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool Mortgaged Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Mortgaged Property: (i) Transfer any Primary Licenses relating to such Pool Mortgaged Property to any location other than to another Pool Mortgaged Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Mortgaged Property’s units or beds to another site or location other than to another Pool Mortgaged Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Mortgaged Property to any other facility (other than to another Pool Mortgaged Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Mortgaged Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Mortgaged Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Mortgaged Properties, the Pool Mortgaged Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Mortgaged Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Mortgaged Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Mortgaged Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, the Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of the Borrower or the Subsidiary Guarantors (with respect to its operation of the Pool Borrowing Base Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”), in each case, as are now in effect and which may be imposed upon the Borrower, a any Subsidiary Guarantor or an Guarantor, any Operator affiliated with Borrower, or the maintenance, use or operation of the Pool Borrowing Base Properties or the provision of services to the occupants of the Pool Borrowing Base Properties. The Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or Third Party Payor Program or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and The Borrower, the Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Licenses and Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Borrowing Base Properties, as applicable (including such Governmental Approvals Primary Licenses and Permits as are required under such Healthcare Laws). (b) The Borrower represents that no none of the Borrower or any Subsidiary Guarantor is (i) a “covered entity” or “business associate” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If the Borrower or any Subsidiary Guarantor at any time becomes a “covered entity”, “business associate” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.be

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, Operator and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors Operator (with respect to its operation of the Pool Properties), Projects) shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool PropertiesLaws. Borrower and each Subsidiary Guarantor Operator have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and to Borrower’s Knowledge there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators Operator have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable applicable Laws to own and/or operate the Pool PropertiesProjects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws); or, if applicable Licenses have been applied for, but not yet issued to, Operator, Operator has entered into applicable agreements with the prior operator of the applicable Project to operate such Project under the current Primary Licenses. (b) Borrower represents that no Borrower or Subsidiary Guarantor it is neither (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor Operator at any time becomes becomes, and during any period during which Operator is, a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons Person (during any period during which such Person is a covered entity or subject to the co-called “Administrative Simplification” provisions of HIPAA) (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable Person (A) are is or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), ) if and to the extent Borrower or any Subsidiary Guarantor are subjected such Person is subject to such provisions, rules or regulations, and (B) are is not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantorsuch Person’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor such Person of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, the Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of the Borrower or the Subsidiary Guarantors (with respect to its operation of the Pool Mortgaged Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”), in each case, as are now in effect and which may be imposed upon the Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Mortgaged Properties or the provision of services to the occupants of the Pool Mortgaged Properties. The Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or Third Party Payor Program or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and The Borrower, the Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Licenses and Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool Mortgaged Properties, as applicable (including such Governmental Approvals Primary Licenses and Permits as are required under such Healthcare Laws). (b) The Borrower represents that no none of the Borrower or any Subsidiary Guarantor is (i) a “covered entity” or “business associate” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If the Borrower or any Subsidiary Guarantor at any time becomes a “covered entity”, “business associate” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that the Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent the Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect the Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by the Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Unencumbered Pool Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Unencumbered Pool Properties or the provision of services to the occupants of the Unencumbered Pool Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Unencumbered Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.as

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, Operator and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors Operator (with respect to its operation of the Pool Properties), Projects) shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool PropertiesLaws. Borrower and each Subsidiary Guarantor Operator will have maintained and shall continue have continued to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and to Borrower’s Knowledge there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators Operator have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable applicable Laws to own and/or operate the Pool PropertiesProjects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws); or, if applicable Licenses have been applied for, but not yet issued to, Operator, Operator have entered into applicable agreements with the prior operator of the Projects to operate the Projects under the current Primary Licenses. (b) Borrower represents that no Borrower or Subsidiary Guarantor it is neither (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or nor (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes becomes, and during any period during which Operator is, a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons Person (during any period during which such Person is a covered entity or subject to the co-called “Administrative Simplification” provisions of HIPAA) (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable Person (A) are is or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), ) if and to the extent Borrower or any Subsidiary Guarantor are subjected such Person is subject to such provisions, rules or regulations, and (B) are is not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantorsuch Person’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor such Person of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting Each Borrower shall cause, and shall cause each of the generality applicable Operators to cause, the operations of any other its Senior Care Properties and the provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) its Ancillary Services at any Senior Care Property or included in the exercise calculation of their duties on behalf Ancillary Services Borrowing Base Value to be conducted at all times in material compliance with the requirements of Borrower or Subsidiary Guarantors all applicable Healthcare Laws, Governmental Authorities and Third Party Payor Programs in which any such Person participates (unless Borrowers have elected, with respect to its operation of the Pool Properties)a Third Party Payor Program with an Insurer, shall be to no longer participate in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”such program), in each case, case as are now in effect and which may be imposed upon any Borrower, a any Subsidiary Guarantor thereof or an any Operator or the maintenance, use or operation of the Pool Properties or Real Estate, the provision of Ancillary Services at any Senior Care Property or included in the calculation of Ancillary Services Borrowing Base Value or the care or services to the occupants of any Senior Care Property, except, with respect to any of the Pool Propertiesforegoing, where any such failure to comply is in process of remediation pursuant to a written plan of correction accepted by the appropriate Governmental Authority and such failure to comply, following remediation pursuant to such plan, could not reasonably be expected, directly or indirectly, or with the passage of time (i) to have a Material Adverse Effect on any Senior Care Property or a material adverse effect on any Borrower’s or any Operator’s ability to accept or retain patients or residents, provide Ancillary Services at any Senior Care Property or included in the 132 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 calculation of Ancillary Services Borrowing Base Value or receive payment or reimbursement for care or services provided at, or operate, any Senior Care Property for its current use with not less than the current number of licensed beds, (ii) to adversely modify, limit or result in the transfer, suspension, revocation, non-renewal or imposition of probationary use or other limitation of any of the Primary Licenses, (iii) to adversely affect any Borrower’s, or any Operator’s continued participation in the Medicaid or Medicare programs or any other Third Party Payor Programs in which such Person participates in connection with any Senior Care Property (unless Borrowers have elected, with respect to a Third Party Payor Program with an Insurer, to no longer participate in such program), or any successor programs thereto, at then current rates, (iv) to result in any material civil or criminal penalty or remedy, or (v) to result in the appointment of a receiver or manager for any Senior Care Property. Borrowers shall not permit any Collateral Property to be a “special focus facility” as determined by CMS. (b) Borrowers shall cause the Operators to maintain, and to take all necessary action to timely renew and otherwise maintain in full force and effect, all Primary Licenses necessary to operate the Senior Care Properties and to provide Ancillary Services therefrom, and no Primary License shall be permitted to become irrevocably provisionary, probationary or otherwise restricted. (c) Borrowers shall cause the Operators to maintain, and to take all necessary action to timely renew and otherwise maintain in full force and effect, all Medicaid Provider Agreements, Medicare Provider Agreements, TRICARE provider agreements or any other Third Party Payor Program provider agreements or similar agreements necessary to operate the Senior Care Properties and to provide Ancillary Services therefrom, and no such agreement shall be permitted to become irrevocably provisionary, probationary or otherwise restricted. (d) Each Borrower and each Subsidiary Guarantor have maintained applicable Operator (i) does and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to is, and shall at all times remain in compliance in all material respects with the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveysas amended and supplemented by HITECH and the regulations promulgated pursuant to each, auditsincluding the Standards of Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Health Information at 45 C.F.R. part 160 and part 164, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (in each case as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulationsapplicable, and (Biii) are not has, and could not reasonably be expected to becomewill maintain in full force and effect, as all business associate agreements necessary for the conduct of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result their respective businesses in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection compliance with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (ce) Without Administrative Agent’s prior written consent not to be unreasonably withheld, no Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) ), or shall permit any Operator to (or suffer to be done), any of the following with respect to any Pool Property: following: (i) Transfer transfer, terminate, relinquish, surrender or abandon any Primary Licenses relating to such Pool Property to License or any location Medicaid Provider Agreement, Medicare Provider Agreement, TRICARE provider agreement or any other than to another Pool Third Party Payor Program provider agreement or similar agreement, in each case, necessary for the operation of any Senior Care Property; ; (ii) Amend amend any Primary License or any Medicaid Provider Agreement, Medicare Provider Agreement, TRICARE provider agreement or any other Third Party Payor Program provider agreement or similar agreement necessary for the Primary Licenses operation of any Senior Care Property, in each case, in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish diminishes or impair impairs the nature, tenor or scope of the any Primary Licenses without Agent’s consent; License or any such agreement; (iii) Transfer transfer all or any part of any Pool Senior Care Property’s units or beds to another site or location other than to another Pool location, take out of service any licensed or certified units or beds, or otherwise reduce the number of licensed or certified units or beds at any Senior Care Property; or provided, however, that (A) so long as 133 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 Administrative Agent receives an updated Appraisal reflecting such immediately succeeding action at least five (5) Business Days prior thereto, and Borrowers comply with Sections 5.3(f) and 5.3(g) in connection therewith, Trilogy Real Estate Ohio, LLC, or the OpCo Affiliate leasing its Cypress Pointe Health Campus from such Borrower may transfer nine (9) beds from such Senior Care Property to a new Senior Care Facility to be operated by an OpCo Affiliate, and (B) an OpCo Affiliate, in accordance with applicable law, shall be permitted to avail itself of permitted bed “banking” opportunities so long as such opportunities: (1) do not result in more than (I) a ten percent (10%) reduction in the number of licensed or certified beds or units in operation at any Senior Care Property (determined on an individual Senior Care Property basis and not in the aggregate) as of the Closing Date or (II) a five percent (5%) reduction in the aggregate number of licensed or certified beds or units in operation at the Senior Care Properties (determined on an aggregate basis) as of the Closing Date, and (2) do not result in the permanent de-licensing of any beds or units at any time; (iv) Voluntarily voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property)facility, unless such transfer is except in accordance with applicable law and (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property parcel or (C) as a result of the disruptive behavior of the transferred resident that is detrimental resident, or (D) as a result of a resident’s breach of, or failure to comply with such resident’s occupancy agreement or the Pool rules, policies and procedures of the Senior Care Property. (df) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs Each Trilogy Pharmacy Company will comply with respect all applicable Public Health Laws, except to the Pool Propertiesextent that any noncompliance, individually or in the Pool Properties aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Trilogy Pharmacy Company will remain keep and maintain all records required to be maintained by any Governmental Authority or otherwise under any Healthcare Law and Public Health Law. All products prepared, assembled, packaged, labeled, distributed, sold or marketed by or on behalf of any Trilogy Pharmacy Company that are subject to the jurisdiction of the FDA shall be distributed, sold and marketed in material compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and MedicaidPublic Health Laws. (eg) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Each Borrower, to the extent that applicable to such party under applicable Healthcare Laws, shall maintain a corporate and health care regulatory compliance program (“RCP”) which addresses the applicable Operator actually provides requirements of Healthcare Laws, including HIPAA, and includes at least the same to Borrower or Subsidiary Guarantorfollowing components: (i) number standards of records requested, conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) dates of service, a specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) dollars at risktraining and education programs which effectively communicate the compliance standards and procedures to employees and agents, including fraud and abuse laws and illegal billing practices; (iv) date records submitted, auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including publicizing a reporting system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) determinations, findings, results disciplinary guidelines and denials (consistent enforcement of compliance policies including number, percentage discipline of individuals responsible for the failure to detect violations of the RCP; and dollar amount of claims denied), (vi) additional remedies proposed or imposedmechanisms to promptly respond to detected violations of the RCP. Each Borrower shall modify such RCPs from time to time, as may be necessary to ensure continuing compliance with all applicable Healthcare Laws. Upon prior written request, Administrative Agent (viiand/or its consultants) status update, including appeals, and (viii) any other pertinent information related theretoshall be permitted to review such RCPs.

Healthcare Laws and Covenants. (a) Without limiting Each Borrower shall cause, and shall cause each of the generality applicable Operators to cause, the operations of any other its Senior Care Properties and the provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) its Ancillary Services at any Senior Care Property or included in the exercise calculation of their duties on behalf Ancillary Services Borrowing Base Value to be conducted at all times in material compliance with the requirements of Borrower or Subsidiary Guarantors all applicable Healthcare Laws, Governmental Authorities and Third Party Payor Programs in which any such Person participates (unless Borrowers have elected, with respect to its operation of the Pool Properties)a Third Party Payor Program with an Insurer, shall be to no longer participate in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”such program), in each case, case as are now in effect and which may be imposed upon any Borrower, a any Subsidiary Guarantor thereof or an any Operator or the maintenance, use or operation of the Pool Properties or Real Estate, the provision of Ancillary Services at any Senior Care Property or included in the calculation of Ancillary Services Borrowing Base Value or the care or services to the occupants of any Senior Care Property, except, with respect to any of the Pool Propertiesforegoing, where any such failure to comply is in process of remediation pursuant to a written plan of correction accepted by the appropriate Governmental Authority and such failure to comply, following remediation pursuant to such plan, could not reasonably be expected, directly or indirectly, or with the passage of time (i) to have a Material Adverse Effect on any Senior Care Property or a material adverse effect on any Borrower’s or any Operator’s ability to accept or retain patients or residents, provide Ancillary Services at any Senior Care Property or included in the calculation of Ancillary Services Borrowing Base Value or receive payment or reimbursement for care or services provided at, or operate, any Senior Care Property for its current use with not less than the current number of licensed beds, (ii) to adversely modify, limit or result in the transfer, suspension, revocation, non-renewal or imposition of probationary use or other limitation of any of the Primary Licenses, (iii) to adversely affect any Borrower’s, or any Operator’s continued participation in the Medicaid or Medicare programs or any other Third Party Payor Programs in which such Person participates in connection with any Senior Care Property (unless Borrowers have elected, with respect to a Third Party Payor Program with an Insurer, to no longer participate in such program), or any successor programs thereto, at then current rates, (iv) to result in any material civil or criminal penalty or remedy, or (v) to result in the appointment of a receiver or manager for any Senior Care Property. Borrowers shall not permit any Collateral Property to be a “special focus facility” as determined by CMS. (b) Borrowers shall cause the Operators to maintain, and to take all necessary action to timely renew and otherwise maintain in full force and effect, all Primary Licenses necessary to operate the Senior Care Properties and to provide Ancillary Services therefrom, and no Primary License shall be permitted to become irrevocably provisionary, probationary or otherwise restricted. (c) Borrowers shall cause the Operators to maintain, and to take all necessary action to timely renew and otherwise maintain in full force and effect, all Medicaid Provider Agreements, Medicare Provider Agreements, TRICARE provider agreements or any other Third Party Payor Program provider agreements or similar agreements necessary to operate the Senior Care Properties and to provide Ancillary Services therefrom, and no such agreement shall be permitted to become irrevocably provisionary, probationary or otherwise restricted. (d) Each Borrower and each Subsidiary Guarantor have maintained applicable Operator (i) does and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to is, and shall at all times remain in compliance in all material respects with the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveysas amended and supplemented by HITECH and the regulations promulgated pursuant to each, auditsincluding the Standards of Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Health Information at 45 C.F.R. part 160 and part 164, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (in each case as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulationsapplicable, and (Biii) are not has, and could not reasonably be expected to becomewill maintain in full force and effect, as all business associate agreements necessary for the conduct of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result their respective businesses in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection compliance with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (ce) Without Administrative Agent’s prior written consent not to be unreasonably withheld, no Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) ), or shall permit any Operator to (or suffer to be done), any of the following with respect to any Pool Propertyfollowing: (i) Transfer transfer, terminate, relinquish, surrender or abandon any Primary Licenses relating to such Pool Property to License or any location Medicaid Provider Agreement, Medicare Provider Agreement, TRICARE provider agreement or any other than to another Pool Third Party Payor Program provider agreement or similar agreement, in each case, necessary for the operation of any Senior Care Property; (ii) Amend amend any Primary License or any Medicaid Provider Agreement, Medicare Provider Agreement, TRICARE provider agreement or any other Third Party Payor Program provider agreement or similar agreement necessary for the Primary Licenses operation of any Senior Care Property, in each case, in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish diminishes or impair impairs the nature, tenor or scope of the any Primary Licenses without Agent’s consentLicense or any such agreement; (iii) Transfer transfer all or any part of any Pool Senior Care Property’s units or beds to another site or location other than to another Pool location, take out of service any licensed or certified units or beds, or otherwise reduce the number of licensed or certified units or beds at any Senior Care Property; orprovided, however, that (A) so long as Administrative Agent receives an updated Appraisal reflecting such immediately succeeding action at least five (5) Business Days prior thereto, and Borrowers comply with Sections 5.3(f) and 5.3(g) in connection therewith, Trilogy Real Estate Ohio, LLC, or the OpCo Affiliate leasing its Cypress Pointe Health Campus from such Borrower may transfer nine (9) beds from such Senior Care Property to a new Senior Care Facility to be operated by an OpCo Affiliate, and (B) an OpCo Affiliate, in accordance with applicable law, shall be permitted to avail itself of permitted bed “banking” opportunities so long as such opportunities: (1) do not result in more than (I) a ten percent (10%) reduction in the number of licensed or certified beds or units in operation at any Senior Care Property (determined on an individual Senior Care Property basis and not in the aggregate) as of the Closing Date or (II) a five percent (5%) reduction in the aggregate number of licensed or certified beds or units in operation at the Senior Care Properties (determined on an aggregate basis) as of the Closing Date, and (2) do not result in the permanent de-licensing of any beds or units at any time; (iv) Voluntarily voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property)facility, unless such transfer is except in accordance with applicable law and (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property parcel or (C) as a result of the disruptive behavior of the transferred resident that is detrimental resident, or (D) as a result of a resident’s breach of, or failure to comply with such resident’s occupancy agreement or the Pool rules, policies and procedures of the Senior Care Property. (df) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs Each Trilogy Pharmacy Company will comply with respect all applicable Public Health Laws, except to the Pool Propertiesextent that any noncompliance, individually or in the Pool Properties aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Trilogy Pharmacy Company will remain keep and maintain all records required to be maintained by any Governmental Authority or otherwise under any Healthcare Law and Public Health Law. All products prepared, assembled, packaged, labeled, distributed, sold or marketed by or on behalf of any Trilogy Pharmacy Company that are subject to the jurisdiction of the FDA shall be distributed, sold and marketed in material compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and MedicaidPublic Health Laws. (eg) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Each Borrower, to the extent that applicable to such party under applicable Healthcare Laws, shall maintain a corporate and health care regulatory compliance program (“RCP”) which addresses the applicable Operator actually provides requirements of Healthcare Laws, including HIPAA, and includes at least the same to Borrower or Subsidiary Guarantorfollowing components: (i) number standards of records requested, conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) dates of service, a specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) dollars at risktraining and education programs which effectively communicate the compliance standards and procedures to employees and agents, including fraud and abuse laws and illegal billing practices; (iv) date records submitted, auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including publicizing a reporting system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) determinations, findings, results disciplinary guidelines and denials (consistent enforcement of compliance policies including number, percentage discipline of individuals responsible for the failure to detect violations of the RCP; and dollar amount of claims denied), (vi) additional remedies proposed or imposedmechanisms to promptly respond to detected violations of the RCP. Each Borrower shall modify such RCPs from time to time, as may be necessary to ensure continuing compliance with all applicable Healthcare Laws. Upon prior written request, Administrative Agent (viiand/or its consultants) status update, including appeals, and (viii) any other pertinent information related theretoshall be permitted to review such RCPs.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, the Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of the Borrower or the Subsidiary Guarantors (with respect to its operation of the Pool PropertiesBorrowing Base Assets), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”), in each case, as are now in effect and which may be imposed upon the Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties Borrowing Base Assets or the provision of services to the occupants of the Pool PropertiesBorrowing Base Assets. The Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. The Borrower and the Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool PropertiesBorrowing Base Assets, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) The Borrower represents that no none of the Borrower or any Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If the Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.for

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, each Borrower shall be and each Subsidiary Guarantor, shall take commercially reasonable efforts to cause the Operating Tenants and their employees and contractors (other than contracted agencies) to be, in the exercise of their respective duties on behalf of Borrower Borrowers or Subsidiary Guarantors any Operating Tenant (with respect to its operation of the Pool Properties), shall be Projects) in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool PropertiesLaws. Each Borrower and each Subsidiary Guarantor have has maintained and shall will use commercially reasonable efforts to cause each Operating Tenant to maintain and to continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and to each Borrower’s knowledge there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators Borrowers have and will use commercially reasonable efforts to cause Operating Tenants to have and maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable applicable Laws to own and/or operate the Pool PropertiesProjects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws); or, if applicable Licenses have been applied for, but not yet issued to, any Operating Tenant, such Operating Tenant has entered into applicable agreements with the prior operator of the applicable Project to operate such Project under the current Primary License for such Project. (b) Borrower represents Borrowers represent that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If any Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that each Borrower and each Subsidiary Guarantor, as applicable (A) are is or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), ) if and to the extent any Borrower or any Subsidiary Guarantor are is subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect any Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor Borrowers of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, the Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of the Borrower or the Subsidiary Guarantors (with respect to its operation of the Pool PropertiesBorrowing Base Assets), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”), in each case, as are now in effect and which may be imposed upon the Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties Borrowing Base Assets or the provision of services to the occupants of the Pool PropertiesBorrowing Base Assets. The Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or Third Party Payor Program or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. The Borrower and the Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Licenses and material Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Pool PropertiesBorrowing Base Assets, as applicable (including such Governmental Approvals Primary Licenses and material Permits as are required under such Healthcare Laws). (b) The Borrower represents that no none of the Borrower or any Subsidiary Guarantor is (i) a “covered entity” or a “business associate” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If the Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or a “business associate” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that the Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent the Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to materially adversely affect the Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by the Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors (with respect to its operation of the Pool Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool Properties. Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Properties, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (b) Borrower represents that no Borrower or Subsidiary Guarantor is (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower the Borrower, each Subsidiary Guarantor and each Subsidiary GuarantorApproved JV, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or the Borrower, the Subsidiary Guarantors or the Approved JVs (with respect to its operation of the Pool PropertiesBorrowing Base Assets), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”), in each case, as are now in effect and which may be imposed upon the Borrower, a Subsidiary Guarantor Guarantor, an Approved JV or an Operator or the maintenance, use or operation of the Pool Properties Borrowing Base Assets or the provision of services to the occupants of the Pool PropertiesBorrowing Base Assets. Borrower and The Borrower, each Subsidiary Guarantor and each Approved JV have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or Third Party Payor Program or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and The Borrower, the Subsidiary Guarantors and Operators the Approved JVs have and will maintain all Primary Licenses, Licenses and material Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool PropertiesBorrowing Base Assets, as applicable (including such Governmental Approvals Primary Licenses and material Permits as are required under such Healthcare Laws). (b) The Borrower represents that no Borrower or none of the Borrower, any Subsidiary Guarantor or any Approved JV is (i) a “covered entity” or a “business associate” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or the Borrower, any Subsidiary Guarantor or any Approved JV at any time becomes a “covered entity” or a “business associate” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower the Borrower, each Subsidiary Guarantor and each Subsidiary GuarantorApproved JV, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or the Borrower, any Subsidiary Guarantor or any Approved JV are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to materially adversely affect the Borrower’s, any Subsidiary Guarantor’s or any Subsidiary GuarantorApproved JV’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or the Borrower, any Subsidiary Guarantor or any Approved JV of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, the Borrower and each Subsidiary GuarantorGuarantor and Operator, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of the Borrower or the Subsidiary Guarantors (with respect to its operation of the Pool Borrowing Base Properties), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”)) or other Governmental Authority, in each case, as are now in effect and which may be imposed upon the Borrower, a any Subsidiary Guarantor or an Operator Guarantor, any Operator, or the maintenance, use or operation of the Pool Borrowing Base Properties or the provision of housing, care or services to the occupants of the Pool Borrowing Base Properties. Borrower and The Borrower, each Subsidiary Guarantor and each Operator have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or Third-Party Payor Program or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and The Borrower, the Subsidiary Guarantors and Operators have and will maintain and take all necessary action to timely renew all Primary Licenses, Licenses and Permits and other Governmental Approvals necessary under Applicable Laws to own and/or operate the Pool Borrowing Base Properties, as applicable (including such Governmental Approvals Primary Licenses and Permits as are required under such Healthcare Laws) in accordance with such Borrowing Base Property’s use at the time of acceptance of such Real Estate as a Borrowing Base Property (as such use may be changed with the approval of Agent), and no Primary License or Permit shall be permitted to become provisionary, probationary or otherwise limited or restricted. Borrower shall provide to Agent copies of all renewed Licenses and shall enter into such additional assignments thereof as Agent may request. Each Borrower, the Guarantors and the Operators shall, to the extent any of them is subject to HIPAA, at all times remain in compliance with the provisions of HIPAA in all material respects. (b) The Borrower represents that no Borrower or Subsidiary none of the Borrower, any Guarantor or, to the knowledge of Borrower, Operator is (i) a “covered entity” or “business associate” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If the Borrower or any Subsidiary Guarantor or Operator at any time becomes a “covered entity”, “business associate” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.purposes

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, the Borrower and each Subsidiary Guarantor, and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of the Borrower or the Subsidiary Guarantors (with respect to its operation of the Unencumbered Pool PropertiesAssets), shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable state department of health or other applicable state regulatory agency (each each, a “State Regulator”), in each case, as are now in effect and which may be imposed upon the Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Unencumbered Pool Properties Assets or the provision of services to the occupants of the Unencumbered Pool PropertiesAssets. The Borrower and each Subsidiary Guarantor have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or Third Party Payor Program or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. The Borrower and the Subsidiary Guarantors and Operators have and will maintain all Primary Licenses, Licenses and material Permits and other Governmental Approvals necessary under Applicable Laws applicable laws to own and/or operate the Unencumbered Pool PropertiesAssets, as applicable (including such Governmental Approvals Primary Licenses and material Permits as are required under such Healthcare Laws). (b) The Borrower represents that no none of the Borrower or any Subsidiary Guarantor is (i) a “covered entity” or a “business associate” within the meaning of HIPAA or submits claims or reimbursement requests to Third Third-Party Payor Programs “electronically” (within the meaning of HIPAA) or (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If the Borrower or any Subsidiary Guarantor at any time becomes a “covered entity” ”, "business associate" or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that the Borrower and each Subsidiary Guarantor, as applicable (A) are or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), if and to the extent the Borrower or any Subsidiary Guarantor are subjected to such provisions, rules or regulations, and (B) are not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to materially adversely affect the Borrower’s or any Subsidiary Guarantor’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by the Borrower or any Subsidiary Guarantor of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.

Healthcare Laws and Covenants. (a) Without limiting the generality of any other provision of this Agreement, Borrower and each Subsidiary Guarantor, Operator and their employees and contractors (other than contracted agencies) in the exercise of their duties on behalf of Borrower or Subsidiary Guarantors Operator (with respect to its operation of the Pool Properties), Projects) shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a “State Regulator”), in each case, as are now in effect and which may be imposed upon Borrower, a Subsidiary Guarantor or an Operator or the maintenance, use or operation of the Pool Properties or the provision of services to the occupants of the Pool PropertiesLaws. Borrower and each Subsidiary Guarantor Operator will have maintained and shall continue have continued to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and to Borrower’s Knowledge there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and Subsidiary Guarantors and Operators Operator have and will maintain all Primary Licenses, Permits and other Governmental Approvals necessary under Applicable applicable Laws to own and/or operate the Pool PropertiesProjects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws).; or, if applicable Licenses have been applied for, but not yet issued to, Operator, Operator have entered into applicable agreements with the prior operator of the Projects to operate the Projects under the current Primary Licenses. [Summit Healthcare] 73 (b) Borrower represents that no Borrower or Subsidiary Guarantor it is neither (i) a “covered entity” within the meaning of HIPAA or submits claims or reimbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA) or nor (ii) is subject to the “Administrative Simplification” provisions of HIPAA. If Borrower or any Subsidiary Guarantor at any time becomes becomes, and during any period during which Operator is, a “covered entity” or subject to the “Administrative Simplification” provisions of HIPAA, then such Persons Person (during any period during which such Person is a covered entity or subject to the co-called “Administrative Simplification” provisions of HIPAA) (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that Borrower and each Subsidiary Guarantor, as applicable Person (A) are is or will be in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), ) if and to the extent Borrower or any Subsidiary Guarantor are subjected such Person is subject to such provisions, rules or regulations, and (B) are is not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to adversely affect Borrower’s or any Subsidiary Guarantorsuch Person’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower or any Subsidiary Guarantor such Person of the then effective provisions of HIPAA. (c) Borrower shall not, nor shall Borrower permit any Subsidiary Guarantor to do (or suffer to be done) any of the following with respect to any Pool Property: (i) Transfer any Primary Licenses relating to such Pool Property to any location other than to another Pool Property; (ii) Amend the Primary Licenses in such a manner that results in a material adverse effect on the rates charged, or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Agent’s consent; (iii) Transfer all or any part of any Pool Property’s units or beds to another site or location other than to another Pool Property; or (iv) Voluntarily transfer or encourage the transfer of any resident of any Pool Property to any other facility (other than to another Pool Property), unless such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical care or safety of the resident to be transferred or the residents remaining at the such Pool Property or (C) as a result of the disruptive behavior of the transferred resident that is detrimental to the Pool Property. (d) If and when Borrower or a Subsidiary Guarantor participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, the Pool Properties will remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. If and when an Operator participates in any Medicare or Medicaid or other Third-Party Payor Programs with respect to the Pool Properties, where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the express obligation of such Operator thereunder (if any) to cause its Pool Property to remain in compliance with all requirements necessary for participation in Medicare and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third-Party Payor Programs. Where expressly empowered by the applicable Lease, Borrower or Subsidiary Guarantor, as applicable, shall enforce the obligations of the Operator thereunder (if any) to cause its Pool Property to remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, have such Operator’s current provider agreement that is in full force and effect under Medicare and Medicaid. (e) If Borrower or any Subsidiary Guarantor receives written notice of any Healthcare Investigation after the Closing Date, Borrower will promptly obtain and provide to Agent the following information with respect thereto to the extent such information is actually known to Borrower, or if not known to Borrower, to the extent that the applicable Operator actually provides the same to Borrower or Subsidiary Guarantor: (i) number of records requested, (ii) dates of service, (iii) dollars at risk, (iv) date records submitted, (v) determinations, findings, results and denials (including number, percentage and dollar amount of claims denied), (vi) additional remedies proposed or imposed, (vii) status update, including appeals, and (viii) any other pertinent information related thereto.