Common use of HUD Matters Clause in Contracts

HUD Matters. (a) If any of the provisions of this Agreement or the Articles of Organization (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate of Formation or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (d) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (e) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (f) Notwithstanding any other provision of the Organizational Documents, upon any dissolution, no title or right to possession and control of the Project, and no right to collect rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev Karkoxx, Xxxxxxx of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Properties Limited Partnership, the general partner of Aviv Heathcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.

HUD Matters. (a) If any of the provisions of this Agreement or the Articles Certificate of Organization Formation (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate of Formation or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (d) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (e) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (f) Notwithstanding any other provision of the Organizational Documents, upon any dissolution, no title or right to possession and control of the Project, and no right to collect rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev KarkoxxXxx Xxxxxxx, Xxxxxxx Manager of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Healthcare Properties Limited Partnership, the general partner of Aviv Heathcare Healthcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.

HUD Matters. (a) If any of the provisions of this Agreement or the Articles of Organization (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate of Formation or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (d) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (e) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (f) Notwithstanding any other provision of the Organizational Documents, upon any dissolution, no title or right to possession and control of the Project, and no right to collect the rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev Karkoxx, Xxxxxxx of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Properties Limited Partnership, the general partner of Aviv Heathcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.

HUD Matters. (a) If any of the provisions of this Agreement or the Articles of Organization (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate of Formation or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (db) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (ec) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (fd) Notwithstanding any other provision provisions of this Agreement or the Organizational DocumentsCertificate of Formation, upon any dissolution, no title or right to possession and control of the Project, and no right to collect the rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (e) Notwithstanding any other provisions of this Agreement or the Certificate of Formation, in the event that any provision of this Agreement or the Certificate of Formation conflicts with the Regulatory Agreement, the provision of the Regulatory Agreement shall control. (f) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder If any of the note on provisions of this Agreement conflicts with the Projectterms of the note, mortgage, deed of trust or security agreement, the Company may not voluntarily be dissolved without the prior written approval provisions of the Secretarynote, mortgage, deed of trust or security agreement shall control. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev KarkoxxXxx Xxxxxxx, Xxxxxxx Manager of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Healthcare Properties Limited Partnership, the general partner of Aviv Heathcare Healthcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.

HUD Matters. (a) If any of the provisions of this Agreement or the Articles of Organization (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate Articles of Formation Organization or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (d) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (e) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (f) Notwithstanding any other provision of the Organizational Documents, upon any dissolution, no title or right to possession and control of the Project, and no right to collect rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev KarkoxxXxx Xxxxxxx, Xxxxxxx Manager of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Healthcare Properties Limited Partnership, the general partner of Aviv Heathcare Healthcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.

HUD Matters. (a) If any of the provisions of this Agreement or the Articles Certificate of Organization Formation (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate of Formation or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (d) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (e) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (f) Notwithstanding any other provision of the Organizational Documents, upon any dissolution, no title or right to possession and control of the Project, and no right to collect rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev Karkoxx, Xxxxxxx of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Healthcare Properties Limited Partnership, the general partner of Aviv Heathcare Healthcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.

HUD Matters. (a) If any of the provisions of this Agreement or the Articles of Organization (the “Organizational Documents”) conflicts with the terms of the note, mortgage, deed of trust, security agreement, or the HUD Regulatory Agreement (“HUD Loan Documents”), the provisions of the HUD Loan Documents shall control. (b) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (c) So long as the Secretary of The Department of Housing and Urban Development (“Secretary”) or the Secretary’s successors or assigns is the insurer or holder of the note secured by the deed of trust on the Project, no amendment to the Certificate Articles of Formation Organization or this Agreement that results in any of the following will have any force or effect without the prior written consent of the Secretary: i. Any amendment that modifies the term of the Company; ii. Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional member; iii. Any amendment that in any way affects the note, deed of trust or security agreement on the Project or the Regulatory Agreement between HUD and the Company (the “Regulatory Agreement”); iv. Any amendment that would authorize any member other than the Member to bind the Company for all matters concerning the project which require HUD’s consent or approval; v. A change in the Member of the Company; or vi. Any change in a guarantor of any obligation to the Secretary. (d) The Company is authorized to assume a note, deed of trust and security agreement in order to secure a loan to be insured by the Secretary and to assume the Regulatory Agreement and other documents required by the Secretary in connection with the HUD-insured loan. (e) Any incoming member must as a condition of receiving an interest in the Company agree to be bound by the note, deed of trust, security agreement, the Regulatory Agreement and any other documents required in connection with the HUD-insured loan to the same extent and on the same terms as the other members. (f) Notwithstanding any other provision of the Organizational Documents, upon any dissolution, no title or right to possession and control of the Project, and no right to collect rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (g) The members, and any assignee of a member, agree to be liable in their individual capacities to HUD with respect to the following matters: i. For funds or property of the Project coming into their possession, which by the provisions of the Regulatory Agreement, they are not entitled to retain; ii. For their own acts and deeds, or acts and deeds of other which they have authorized, in violation of the provisions of the Regulatory Agreement; iii. For the acts and deeds of affiliates, as defined in the Regulatory Agreement, which they have authorized in violation of the provisions of the Regulatory Agreement; and iv. As otherwise provided by law. (h) So long as the Secretary or the Secretary’s successors or assigns is the insurer or holder of the note on the Project, the Company may not voluntarily be dissolved without the prior written approval of the Secretary, and distributions are restricted to surplus cash, as that term is defined in the HUD Regulatory Agreement. (i) No provision required by HUD to be inserted into this Agreement may be amended without prior HUD approval, so long as HUD is the insurer or holder of the note. (j) The Company has designated the following person as the official representative for all matters concerning the Project which require HUD consent or approval: Zev KarkoxxXxx Xxxxxxx, Xxxxxxx Manager of Aviv Healthcare, L.L.C., the General Partner of Aviv Heathcare Healthcare Properties Limited Partnership, the general partner of Aviv Heathcare Healthcare Properties Operating Partnership I, L.P., the sole member of Aviv Financing I, L.L.C., a Delaware limited liability company, which is the sole Member of the mortgagor entity, will bind the Company in all such matters and such person is authorized to execute all documentation on behalf of the Company in connection with the HUD Insured Loan. The Company may from time to time appoint a new representative for all matters concerning the Project which require HUD consent or approval, but within three business days of doing so, the Company will provide HUD with written notice of the name, address, and telephone number of such new representative. When a member and/or person other than the member and/or person identified above has full or partial authority for management of the Project, the Company will promptly notify HUD with the name of that member and/or person and the nature of that member’s and/or person’s management authority.