Common use of Healthcare Representations Clause in Contracts

Healthcare Representations. (a) Each Pool Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Properties where Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Properties are either held by, or will be held by Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Laws, and are in full force and effect. (c) Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledge, with respect to any of the Pool Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Pool Property, except as set forth on Schedule 6.22, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Property has received a notice of violation at a level that under Applicable Laws requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool Property, and (iii) to Borrower’s knowledge, no Operator currently has any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

Healthcare Representations. (a) Each Pool Mortgaged Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Mortgaged Properties where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws applicable laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool Mortgaged Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Mortgaged Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Mortgaged Properties are either held by, or will be held by Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Lawsapplicable laws, and are in full force and effect. (c) Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledge, with respect to any of the Pool Mortgaged Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Mortgaged Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Pool Mortgaged Property, except as set forth on Schedule 6.22, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Mortgaged Property has received a notice of violation at a level that under Applicable Laws applicable laws requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool Mortgaged Property, and (iii) to Borrower’s knowledge, no Operator currently has any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool Mortgaged Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Mortgaged Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool Mortgaged Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Mortgaged Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

Healthcare Representations. (a) Each Unencumbered Pool Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Unencumbered Pool Properties where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws applicable laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Unencumbered Pool Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Unencumbered Pool Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Unencumbered Pool Properties are either held by, or will be held by Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Lawsapplicable laws, and are in full force and effect. (c) Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledge, with respect to any of the Unencumbered Pool Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Unencumbered Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Unencumbered Pool Property, except as set forth on Schedule 6.22, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Unencumbered Pool Property has received a notice of violation at a level that under Applicable Laws applicable laws requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Unencumbered Pool Property, and (iii) to Borrower’s knowledge, no Operator currently has any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Unencumbered Pool Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Unencumbered Pool Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Unencumbered Pool Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Unencumbered Pool Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

Healthcare Representations. (a) Each Pool Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Properties where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws applicable laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Properties are either held by, or will be held by Borrower, the applicable Subsidiary GuarantorPool Property Owner, or the applicable Operator, as required under Applicable Lawsapplicable laws, and are in full force and effect. (c) Except as set forth on Schedule 6.35 4.23 hereof, to Borrower’s knowledge, with respect to any of the Pool Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Pool Property, except as set forth on Schedule 6.224.23, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Property has received a notice of violation at a level that under Applicable Laws applicable law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool Property, and (iii) to Borrower’s knowledge, no Operator currently has received written notice of any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor Pool Property Owner or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

Healthcare Representations. (a) Each Pool Borrowing Base Property (excluding any Borrowing Base Property that is an MOB or LPC) (i) is in material conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Borrowing Base Properties where Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material compliance with all other Applicable Laws including including, without limitation limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (BE) those relating to the prevention of fraud and abuse, (CF) government payment Third Party Payor program requirements and disclosure of ownership and related information requirements, (DG) requirements of applicable Governmental Authorities, including those relating to the Pool such Borrowing Base Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (EH) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool such Borrowing Base Properties. There is no existing, pending or or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Third-Party Payor Program, other than those which have been disclosed to the Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Borrowing Base Properties (excluding any Borrowing Base Property that is an MOB or LPC) are either held by, or will be held by the Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable LawsLaw, and are in full force and effect. (c) Except as set forth on Schedule 6.35 6.32 hereof, to Borrower’s knowledge, with respect to any of the Pool PropertiesBorrowing Base Properties (excluding any Borrowing Base Property that is an MOB or LPC), there are no Healthcare Investigations or any other inquiries, investigations, probes, audits audits, reviews or proceedings by any Governmental Authority or any Third Party Payor Program or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Borrowing Base Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could to result in the appointment of a receiver. (d) With respect to any Pool PropertyBorrowing Base Property (excluding any Borrowing Base Property that is an MOB or LPC), except as set forth on Schedule 6.226.32, (i) there are no presently existing circumstances which that would result or likely would result in a material violations violation of the any Healthcare LawsLaw, (ii) no Pool such Borrowing Base Property has received a notice of violation at a level that under Applicable Laws Law requires the immediate or accelerated filing of a plan of correctionscorrection, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool such Borrowing Base Property, and (iii) to Borrower’s knowledge, no Operator currently has any violationviolation imposed, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool such Borrowing Base Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental AuthorityAuthority or Third Party Payor Program, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Borrowing Base Property’s, or to the Borrower’s knowledge, any Operator’s, certification for participation in Medicare or Medicare, Medicaid or the any other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses clauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool Borrowing Base Property, there are no current, pending or outstanding Governmental Authority or Third-Party Payor Programs Program reimbursement audits, appeals appeals, reviews, suspensions or recoupment efforts actually pending at any Pool Borrowing Base Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on the Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other InsurerThird Party Payor Programs. The representations and warranties set forth in this §6.32, with respect to Operators that are not affiliated with the Borrower and Borrowing Base Properties which are operated by Operators that are not affiliated with the Borrower, are made to the best of the Borrower’s programsknowledge.

Healthcare Representations. (a) Each Pool PoolUnencumbered Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool PoolUnencumbered Properties where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws applicable laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool PoolUnencumbered Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool PoolUnencumbered Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool PoolUnencumbered Properties are either held by, or will be held by Borrower, the applicable Subsidiary GuarantorPoolUnencumbered Property Owner, or the applicable Operator, as required under Applicable Lawsapplicable laws, and are in full force and effect. (c) Except as set forth on Schedule 6.35 4.23 hereof, to BorrowerXxxxxxxx’s knowledge, with respect to any of the Pool PoolUnencumbered Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool PoolUnencumbered Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Pool PoolUnencumbered Property, except as set forth on Schedule 6.224.23, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool PoolUnencumbered Property has received a notice of violation at a level that under Applicable Laws applicable law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool PoolUnencumbered Property, and (iii) to Borrower’s knowledge, no Operator currently has received written notice of any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool PoolUnencumbered Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool PoolUnencumbered Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool PoolUnencumbered Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool PoolUnencumbered Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor PoolUnencumbered Property Owner or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

Healthcare Representations. (a) Each Pool Property Healthcare Representation Borrowing Base Asset (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Properties Healthcare Representation Borrowing Base Assets where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws including applicable laws including, without limitation limitation, (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool PropertiesHealthcare Representation Borrowing Base Assets’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool PropertiesHealthcare Representation Borrowing Base Assets. There is no existing, pending or or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Third-Party Payor Program, other than those which have been disclosed to the Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Properties Healthcare Representation Borrowing Base Assets are either held by, or will be held by the Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Lawsapplicable law, and are in full force and effect. (c) Except as set forth on Schedule 6.35 6.32 hereof, to Borrower’s knowledge, with respect to any of the Pool PropertiesHealthcare Representation Borrowing Base Assets, there are Borrower has received no notice of any inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver). (d) With respect to any Pool PropertyHealthcare Representation Borrowing Base Asset, except as set forth on Schedule 6.226.32, (i) there are no presently existing circumstances which that would result or likely would result in a material violations violation of the any Healthcare LawsLaw, (ii) no Pool Property Healthcare Representation Borrowing Base Asset has received a notice of violation at a level that under Applicable Laws applicable law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool PropertyHealthcare Representation Borrowing Base Asset, and (iii) to Borrower’s knowledge, no Operator currently has any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool PropertyHealthcare Representation Borrowing Base Asset, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool PropertyHealthcare Representation Borrowing Base Asset’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses clauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool PropertyHealthcare Representation Borrowing Base Asset, there are Borrower has received no notice of any current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property Healthcare Representation Borrowing Base Asset that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on the Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs. The representations and warranties set forth in this §6.32 are, with respect to Operators that are not affiliated with the Borrower, to the best of the Borrower’s knowledge.

Healthcare Representations. Without limiting the generality of the representations set forth in Sections 3.12 hereof, the Company also represents and warrant more specifically as follows: (a) Each Pool Property To the Knowledge of the Company, each Company Property: (i) is in material conformance with all insurance, reimbursement reimbursement, and cost reporting requirements, (ii) for those Pool Company Properties where an Operator is required by Applicable applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said such provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material compliance with all other Applicable applicable healthcare and related Laws including including, without limitation limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (BE) those relating to the prevention of fraud and abuse, (CF) government payment program Third Party Payor Program requirements and disclosure of ownership and related information requirements, (DG) requirements of applicable Governmental Authorities, including those Authorities relating to the Pool such Company Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (EH) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool such Company Properties. There is no existingexisting pending or, pending or to Borrower’s knowledgethe Knowledge of the Company, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any material third-party payor under a Third Third-Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and To the Knowledge of the Company, all Permits necessary for using and operating the Pool Company Properties are either held by, or will be held by Borrowereither the Company, the applicable Subsidiary Guarantorof the Company, or the applicable Operator, as required under Applicable Lawsapplicable Law, and are in full force and effect. (c) Except as set forth on Schedule 6.35 hereof, to Borrower’s knowledgein Section 3.13(c) of the Disclosure Schedule, with respect to any of the Pool Company Properties, to the Company’s Knowledge there are no Healthcare Investigations or any other inquiries, investigations, probes, audits audits, reviews or proceedings by any Governmental Authority or any Third Party Payor Program or notices thereof, or any other third party Third Party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time likely: (i) to have a material adverse impact on Operators’ the ability of any tenant to accept and/or retain patients or residents or operate such Pool Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residentsmake any payments under any lease, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (viii) which could to result in the appointment of a receiver. (d) With Except as set forth in Section 3.13(d) of the Disclosure Schedule, to the Company’s Knowledge, with respect to any Pool Property, except as set forth on Schedule 6.22, Company Properties: (i) there are no presently existing circumstances which that would result or likely would result in a material violations violation of the any Healthcare LawsLaw, (ii) no Pool such Company Property has received a notice of violation at a level that under Applicable Laws applicable Law requires the immediate or accelerated filing of a plan of correctionscorrection, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool such Company Property, and (iii) to Borrower’s knowledge, no Operator currently has any violationviolation imposed, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool such Company Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental AuthorityAuthority or Third Party Payor Program, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Company Property’s, ’s ,or any Operator’s, ’s certification for participation in Medicare or Medicare, Medicaid or the any other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses clauses (i) through (iv), reasonably likely to result result, individually or in a Material Adverse Effect. (e) With respect to any Pool Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that wouldthe aggregate, in each case, have a Material Adverse Effect on Borrowerthe Company and its Subsidiaries, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programstaken as a whole.

Healthcare Representations. Each Borrower represents and warrants to Administrative Agent and Lenders that: (a) Each Pool Property To Borrowers’ Knowledge, each Project (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Properties Projects where Operator is required by Applicable applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws applicable Requirements of Law including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool PropertiesProjects’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool PropertiesProjects. There To Borrowers’ Knowledge, there is no existing, pending or to Borrower’s knowledge, threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Properties Projects for the uses described in clause (a), above are either held by, or will be held by Borrower, the applicable Subsidiary GuarantorBorrower, or the applicable Operator, as required under Applicable Lawsapplicable Law, and are in full force and effect. (c) Except as set forth on Schedule 6.35 6.22 hereof, to Borrower’s knowledgeBorrowers’ Knowledge, with respect to any of the Pool PropertiesProject, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Property Project for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Payors Programs, or any successor programs thereto, thereto at then current rate certifications, or (iv) to result in any material other civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Pool PropertyProject, except as set forth on Schedule 6.22, to Borrowers’ Knowledge (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Property Project has received a notice of violation at a level that under Applicable Laws applicable Law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool PropertyProject, and (iiiii) to Borrower’s knowledge, no Operator currently has outstanding any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in undertaken each case, that remains remain outstanding against any Pool PropertyProject, any Operator or against any officer, director, partner, member or stockholder of any OperatorOperator , by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool PropertyProject’s, or any Operator’s, ’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iviii), reasonably likely to result in a Material Adverse Effect. (e) With To Borrowers’ Knowledge, with respect to any Pool PropertyProject, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Property Project that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor Borrower or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Approved Insurer’s programs. (f) No Borrower and to Borrower’s’ Knowledge, no Operator has received federal funds authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended.

Healthcare Representations. (a) Each Pool Operator and Mortgaged Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Mortgaged Properties where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material and substantial compliance with all other Applicable Laws including applicable laws including, without limitation limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (BE) those relating to the prevention of fraud and abuse, (CF) government payment Third Party Payor program requirements and disclosure of ownership and related information requirements, (DG) requirements of applicable Governmental Authorities, including those relating to the Pool Mortgaged Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (EH) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Mortgaged Properties. There is no existing, pending or or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Governmental Authority or third-party payor under a Third Third-Party Payor Program, other than those which have been disclosed to the Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Mortgaged Properties are either held by, or will be held by the Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable Lawsapplicable law, and are in full force and effect. To the extent applicable, the Borrower or a Subsidiary Guarantor will be listed on the Primary Licenses and Permits. (c) Except as set forth on Schedule 6.35 6.32 hereof, to Borrower’s knowledge, with respect to any of the Pool PropertiesMortgaged Properties or any of the Operators, there are no Healthcare Investigations or any other inquiries, investigations, probes, audits audits, reviews or proceedings by any Governmental Authority or any Third Party Payor Program or notices thereof, or any other third party or any patient, employee or resident thereof (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Mortgaged Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could to result in the appointment of a receiver. (d) With respect to any Pool PropertyMortgaged Property or any Operator, except as set forth on Schedule 6.226.32, (i) there are no presently existing circumstances which that would result or likely would result in a material violations violation of the any Healthcare LawsLaw, (ii) no Pool Mortgaged Property or Operator has received a notice of violation at a level that under Applicable Laws applicable law requires the immediate or accelerated filing of a plan of correctionscorrection, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool PropertyMortgaged Property or Operator, and (iii) to Borrower’s knowledge, no Operator currently has any violationviolation imposed, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool Mortgaged Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental AuthorityAuthority or Third Party Payor Program, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Mortgaged Property’s, or to the Borrower’s knowledge, any Operator’s, certification for participation in Medicare or Medicare, Medicaid or the any other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses clauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool PropertyMortgaged Property or any Operator, there are no current, pending or outstanding Governmental Authority or Third-Party Payor Programs Program reimbursement audits, appeals appeals, reviews, suspensions or recoupment efforts actually pending at against any Pool Mortgaged Property or any Operator that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on the Borrower, any Subsidiary Guarantor or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programsThird Party Payor Programs.

Healthcare Representations. (a) Each Pool Unencumbered Property (i) is in conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Unencumbered Properties where Operator is required by Applicable Laws applicable laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in compliance with all other Applicable Laws applicable laws including without limitation (A) health and fire safety codes, including quality and safety standards, (B) those relating to the prevention of fraud and abuse, (C) government payment program requirements and disclosure of ownership and related information requirements, (D) requirements of applicable Governmental Authorities, including those relating to the Pool Unencumbered Properties’ physical structure, environment, quality and adequacy of medical care and licensing, and (E) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool Unencumbered Properties. There is no existing, pending or to Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program, other than those which have been disclosed to Agent, if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Unencumbered Properties are either held by, or will be held by Borrower, the applicable Subsidiary GuarantorUnencumbered Property Owner, or the applicable Operator, as required under Applicable Lawsapplicable laws, and are in full force and effect. (c) Except as set forth on Schedule 6.35 4.23 hereof, to BorrowerXxxxxxxx’s knowledge, with respect to any of the Pool Unencumbered Properties, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Pool Unencumbered Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could result in the appointment of a receiver. (d) With respect to any Pool Unencumbered Property, except as set forth on Schedule 6.224.23, (i) there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws, (ii) no Pool Unencumbered Property has received a notice of violation at a level that under Applicable Laws applicable law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool Unencumbered Property, and (iii) to Borrower’s knowledge, no Operator currently has received written notice of any violation, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool Unencumbered Property, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Unencumbered Property’s, or any Operator’s, certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effect. (e) With respect to any Pool Unencumbered Property, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at any Pool Unencumbered Property that would result in a Material Adverse Effect, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor Unencumbered Property Owner or Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programs.

Healthcare Representations. (a) Each Pool Borrowing Base Property and Borrower and each Guarantor and Operator, (i) is in material conformance with all insurance, reimbursement and cost reporting requirements, (ii) for those Pool Borrowing Base Properties where Borrower, a Subsidiary Guarantor or Operator is required by Applicable Laws to maintain a provider agreement pursuant to Medicare and/or Medicaid, said provider agreement is in full force and effect under Medicare and Medicaid, and (iii) is in material compliance with all other Applicable Laws including including, without limitation limitation, (A) Healthcare Laws, (B) licensure requirements, (C) staffing requirements, (D) health and fire safety codes, including quality and safety standards, (BE) accepted professional standards and principles that apply to professionals providing services at each Borrowing Base Property; (F) those relating to the prevention of fraud and abuse, (CG) government payment the preparation or serving of food, (H) the handling and disposal of medical and biological waste, (I) Third-Party Payor program requirements and disclosure of ownership and related information requirements, (DJ) requirements of applicable Governmental Authorities, including those relating to the Pool such Borrowing Base Properties’ physical structure, environment, quality and adequacy of medical care and licensing, equipment, personnel, rate setting and fee splitting, and (EK) those related to reimbursement for the type of care or services provided by Operators with respect to the Pool such Borrowing Base Properties. There is no existing, pending or or, to the Borrower’s knowledge, threatened in writing, revocation, suspension, termination, probation, restriction, sanction, limitation, or nonrenewal proceeding by any third-party payor under a Third Third-Party Payor Program, other than those which have been disclosed to Agentthe Agent in writing , if any. (b) All Primary Licenses and Permits necessary for using and operating the Pool Borrowing Base Properties are either held by, or will be held by the Borrower, the applicable Subsidiary Guarantor, or the applicable Operator, as required under Applicable LawsLaw, are valid and are in full force and effecteffect and no Primary License or Permit has been restricted, limited, placed on provisional or probationary status, suspended, revoked, downgraded or terminated. All residential care agreements and residential leases comply with Applicable Law in all material respects. If and to the extent that any Guarantor or any Operator has been or is required to make any filing, submission or notice with, or to take any other action to obtain approval from, any Governmental Authority or Third-Party Payor Program in connection with the acquisition of any Primary License or Permit, all such filings, submissions, notices or actions have, to the knowledge of Borrower, been fully made or taken. (c) No waivers of any laws, rules, regulations or requirements (including minimum square foot requirements per bed) are required for the Borrowing Base Properties, the Borrower, the Guarantors or the Operators to operate in compliance with Applicable Law. (d) Except as set forth on Schedule 6.35 6.37 hereof, to Borrower’s knowledge, with respect to any of the Pool Borrowing Base Properties, there are no Healthcare Investigations or any other inquiries, investigations, probes, audits audits, reviews or proceedings by any Governmental Authority or any Third-Party Payor Program or notices thereof, or any other third party or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) ), and no other circumstances, deficiencies, actions or inactions exist or have occurred that in the aggregate are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ Borrower’s, any Subsidiary Guarantor’s or any Operator’s ability to accept and/or retain patients or residents or operate such Pool Borrowing Base Property for its current use, receive payment or reimbursement for care or services provided at any Borrowing Base Property for its current use or result in a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, surrender, suspension, revocation revocation, downgrade or imposition of probationary use of any of the Primary Licenses, or result in the non-renewal or non-issuance or any other impairment of any of the Primary Licenses, (iii) to affect Borrower’s, any Subsidiary Guarantor’s or any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto, at then current rate certifications, or (iv) to result in any material civil or criminal penalty or remedy, or (v) which could to result in the appointment of a receiverreceiver or manager. (de) With respect to any Pool Borrowing Base Property, except as set forth on Schedule 6.226.32, (i) there are no presently existing circumstances which that would result or likely would result in a material violations violation of the any Healthcare LawsLaw, (ii) no Pool such Borrowing Base Property has received a written notice of violation at a level that under Applicable Laws Law requires the immediate or accelerated filing of a plan of correctionscorrection, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Pool such Borrowing Base Property, and Borrower, any Guarantor or any Operator within the last three (3) years, (iii) to neither Borrower’s knowledge, no any Subsidiary Guarantor, nor any Operator currently has any violationviolation imposed, and no statement of charges or material deficiencies has been made or penalty enforcement action has been undertaken, in each case, that remains outstanding against any Pool such Borrowing Base Property, Borrower, any Subsidiary Guarantor or any Operator or against any officer, director, partner, member or stockholder of Borrower, any Subsidiary Guarantor or any Operator, by any Governmental AuthorityAuthority or Third-Party Payor Program, and (iv) to Borrower’s knowledge, there have been no violations threatened in writing against any Pool Borrowing Base Property’s or Borrower’s, any Subsidiary Guarantor’s or any Operator’s’s certification, certification as applicable, for participation in Medicare or Medicare, Medicaid or the any other Third-Party Payor Programs that remain open or unanswered that are, in each case of subclauses (i) through (iv), reasonably likely to result in a Material Adverse Effectunanswered. (ef) With respect to any Pool Borrowing Base Property, there are no current, pending or outstanding Governmental Authority or Third-Party Payor Programs Program reimbursement audits, appeals appeals, reviews, suspensions or recoupment efforts actually pending at any Pool Property that would result in a Material Adverse EffectBorrowing Base Property, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, have a Material Adverse Effect on Borrower, any Subsidiary Guarantor or OperatorProgram, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Insurer’s programsThird-Party Payor Programs. (g) Under Applicable Law as in effect on the date this Agreement with respect to the Initial Borrowing Base Properties or in effect as of the date of accepting of any other Real Estate as a Borrowing Base Property, if any existing Management Agreement, Operating Lease or other agreement with an Operator is terminated or Agent or any nominee thereof acquires any Borrowing Base Property through foreclosure or otherwise, none of Borrower, Agent, any subsequent operator or management agent, or any subsequent purchaser (through foreclosure or otherwise) must obtain a CON from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to applying for any License, so long as neither the type of service nor any unit complement is changed.