Common use of Permits and Approvals Clause in Contracts

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. a. The Borrower shall at all times cause Operatorany lessee, operator, or any lessee or management agent, agent (as applicable, ) to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUDHUD and Lender, none of the Permits and or Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). The Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . b. The security interest agreement and UCC financing statements referred to in Section 27 paragraph [27] below shall constitute, to the extent permitted by law, a second first lien upon all of the Borrower' rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreementagreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective its successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-in- fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Usenecessary, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Borrower, its successors or assigns, required by any governmental entity exercising jurisdiction over the Project, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over necessary to continue to operate the Project. Healthcare Facility and the Project for the Approved Use. c. The Borrower shall will not alter, terminate or relinquish relinquish, or suffer or permit the alteration, termination or relinquishment of of, any Permits and Approvals Permit or Approval, without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, the Borrower shall will advise HUD and Lender promptly. The Borrower shall will insert the foregoing requirements into any Borrower-Operator Agreement operating lease for the Project. Except as otherwise provided below or in Program Obligations, . d. The Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and the Lender electronically, within 48 hours after receipt thereof, copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by the Borrower from any Governmental Authority governmental authority that includes any statement, finding or assertion that (i) the Borrower, Operatorany operator, the Project or any lessee or lessee, management agent of or the Project is or may be in violation of (or default under) any of the Permits and or Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and or Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facilityor may be imposed, or (iv) the Borrower, Operatorany operator, the Project or any lessee or lessee, any management agent of or the Project is subject to any governmental investigation or inquiry involving fraud. The Borrower shall deliver to the assigned HUD personnel and the Lender, simultaneously with delivery thereof to any Governmental Authoritygovernmental authority, any and all responses given by or on behalf of the Borrower to any of the foregoing and shall provide to HUD and the Lender, promptly upon request, such other information regarding any of the foregoing as HUD or the Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most wherein all cited violations are less severe citation level is at the than a “Gg” level level, or its equivalent equivalent, and, collectively, do not result in an imposition of remedy level greater than CMS Remedy Category 1, or its equivalent, (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency). The receipt by HUD the Project’s Account Executive and/or the Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUD, the Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower Paragraph 9(h) of the Agreement is hereby deleted in its entirety and the following is substituted in lieu therefor: (1) The Owners shall at all times cause Operatormaintain in full force and effect, or any cause the lessee or management agent, agent (as applicable, ) to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUDthe Secretary, none of the Permits and or Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority)project. Borrower The Owners shall ensure that the Healthcare Facility and the Project are project is at all times operated in accordance with the requirements of the Permits and Approvals. . (2) The security interest agreement and UCC financing statements referred to in Section 27 paragraph 9(i) below shall constitute, to the extent permitted by law, a second first lien upon all of the Owners’ rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreementagreement, the Notenote, or the mortgage, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower Owners shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility project for the Approved Use. For the intents and purposes herein, Borrower Owners hereby irrevocably nominates nominate and appoints Lender and HUDappoint the Secretary, their respective his/her successors and assigns, each in its own capacity, as Xxxxxxxx’s their attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems necessary to be necessary or appropriate in order continue to facilitate operate the continued operation of the Healthcare Facility and the Project project for the Approved Use, Use including but not limited to, to the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Owners, its their successors or assigns, any and all documents, as to the extent that such information, data, fees and documents may be required by any Governmental Authority governmental entity exercising jurisdiction over the Project. Borrower project. (3) The Owners shall not alter, terminate or relinquish or suffer or permit the alterationalteration of, termination any Permit or relinquishment of any Permits and Approvals Approval, without the prior written approval of HUDthe Secretary. In the event that any such alteration, termination or relinquishment alteration is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall the Owners will advise HUD the Secretary and Lender mortgagee promptly. Borrower shall The Owners will insert the foregoing requirements into any Borrower-Operator Agreement operating lease for the Project. Except as otherwise provided below or in Program Obligationsproject. (4) The Owners shall deliver to the Secretary and the mortgagee, Borrower shall electronically deliver within two ten (210) Business Days days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower the Owners from any Governmental Authority governmental authority that includes any statement, finding or assertion that (i) Borrowerthe Owners, Operatorany lessee, the Project or any lessee or management agent of or the Project project is or may be in violation of (or default under) any of the Permits and or Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and or Approvals are to be terminated, limited in any way, terminated or not renewed, renewed or (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityOwners are, or (iv) Borrowerany lessee, Operator, the Project or any lessee or management agent of or the Project is project is. subject to any governmental investigation or inquiry involving fraud. Borrower The Owners shall deliver to the assigned HUD personnel Secretary and Lenderthe mortgagee, simultaneously with delivery thereof to any Governmental Authoritygovernmental authority, any and all responses given by or on behalf of Borrower the Owners to any of the foregoing such governmental authority and shall provide to HUD the Secretary and Lenderthe mortgagee, promptly upon request, such other information regarding any of the foregoing as HUD the Secretary or Lender the mortgagee may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender the Secretary or the mortgagee of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUDthe Secretary, the Lender mortgagee or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUDthe Secretary, Lender the mortgagee and their respective agents, representatives and designees shall have no liability for any action or failure to act thereon or as a result thereof.

Permits and Approvals. Borrower (A) It shall at all times cause Operator, be Tenant's obligation to keep in force during the Term of this Lease any permits or any lessee or management agent, as applicable, approvals which relate to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Powerhouse as currently existing. Tenant shall, at its sole cost, obtain all governmental permits and approvals necessary to construct and operate the Project for (the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUD, none A general Project description and a list of the Permits and Approvals shall currently anticipated to be conveyed, assigned, encumbered, transferred or alienated from necessary to construct and operate the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Improvements and the Project are is attached hereto as Exhibit D. (B) Neither Landlord nor any Landlord Parties shall have any obligation or liability to Tenant if any permit or approval (including, without limitation, any building permit, certificate of occupancy, or equivalent) is denied or is not timely issued to Tenant; provided, however, at Tenant's request, Landlord shall reasonably cooperate (at no cost to Landlord) with all times operated reasonable Tenant requests to execute permit applications and similar ministerial acts. If any permit currently in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, effect applies to the extent permitted by lawentire Complex rather than just the Premises, then at Landlord's request, Tenant shall cause such permit to be amended and/or shall obtain a second lien upon all of new permit in form reasonably satisfactory to Landlord so that there are separate permits for the rights, titles Complex and interests of Borrower, if any, the Premises. Tenant acknowledges Landlord's interest in the Permits Project's success and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either obtaining a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility long term power supply for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacityComplex, as Xxxxxxxx’s attorney-in-fact coupled with an well as Landlord's interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate successfully operating the continued operation of Powerhouse should this Lease terminate without Tenant purchasing the Healthcare Facility and the Project for the Approved UsePremises. Accordingly, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that Tenant (i) Borrowershall promptly provide Landlord with copies of all correspondence to or from any governmental authority with respect to any permits, Operatorapprovals, the Project entitlements, or any lessee or management agent of the Project consent which Tenant is seeking or may be in violation of (modifying or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed amending with respect to the Healthcare FacilityComplex, and (ii) shall keep Landlord informed of the status of all efforts to obtain permits, approvals, entitlements, or (iv) Borrowerconsents in connection with the Project. Landlord shall have the right to approve any permits, Operatorapprovals, the Project entitlements, consents, or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver conditions thereto with respect to the assigned HUD personnel and LenderProject, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to if any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way would impose any obligation with respect to the Premises before Tenant obtains title to the Premises, or liability on HUDif any such permits, approvals, entitlements, consents, or conditions would affect the Lender remainder of the Complex, which approval shall not be unreasonably withheld, conditioned, or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofdelayed.

Permits and Approvals. Borrower shall at During the period beginning on the date hereof and ending on the earlier to occur of the Closing Date and the termination of this Agreement, (a) Seller and Buyer each agree to cooperate and use their reasonable best efforts to obtain all times cause Operator(and will promptly prepare and file, or cause to be filed, all registrations, filings, applications, requests and notices, and do, or cause to be done, all things necessary, proper or advisable in connection with any) Approvals from Public Authorities and Permits that are necessary or which may be reasonably requested by the other Party to consummate the transactions contemplated by this Agreement. Seller and Buyer shall furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of such necessary registrations, filings, applications, requests and notices or its taking of all actions necessary, proper or advisable in connection with the transactions contemplated hereby. (b) Without limiting the generality of Section 6.2(a), as promptly as practicable after the execution of this Agreement: (i) each Party shall make all necessary registrations, filings, applications and notices, and thereafter make any lessee other required submissions, with respect to this Agreement, (x) required under the Securities Act and the Exchange Act, and the NASDAQ listing rules and regulations, (y) required under the Dutch 1995 Act on the Supervision of the Securities Trade (Wet toezicht effectenverkeer 1995) (the “Dutch Securities Act”) and related rules and regulations of the AFM, and (z) required under the relevant stock exchange regulations of Euronext Amsterdam including the Euronext Amsterdam Listing and Issuing Rules; (ii) Buyer shall make all necessary registrations, filings, applications and notices, and thereafter make any other required submissions, with respect to this Agreement under the EU Merger Regulation; (iii) Buyer shall make all necessary registrations, filings, applications and notices, and thereafter make any other required submissions, with the NTPC, including the filing without delay following the execution of this Agreement (but in any case within five (5) business days following the date of this Agreement, provided Buyer has timely received all necessary information pertaining to the Company) of an application for approval of the change of control of the Company to occur at Closing and the transfer of the Telecommunications Licenses to take place upon consummation of the Merger, as required under the Telecommunications Legislation (the “NTPC Approval”) and the Telecommunications Licenses. (iv) In connection with obtaining the NTPC Approval, Buyer shall covenant to the NTPC that following the Closing Buyer will cause the Company to comply, to the extent that the Company is currently in compliance, with the conditions with which the Company is currently required to comply under the Telecommunications Licenses and applicable Law (according to the current interpretation by the NTPC), including conditions related to assurance of (i) guarantee of payment of installments under the Telecommunications Licenses and (ii) coverage or management agentbuild out requirements under the Telecommunications Licenses and applicable Law, provided, however, that Buyer or the Company shall not be required to (1) include as a parent or shareholder a telecom operator; (2) agree to have shareholders’ equity in excess of €146,735,140 (it being understood that, if required, Buyer or the Company would agree to a shareholders’ equity up to €146,735,140); or (3) accept or comply with any condition falling within the discretion of the NTPC under the Law or to make any concessions or payment or accept any obligation (or to undertake to cause the Company to do any of the foregoing) if such acceptance, compliance, condition, concession, payment or obligation (x) is not an obligation of the Company with which it complies as of the date of this Agreement and (y) would be reasonably likely to (A) adversely alter the composition or overall cost of the capital structure of Buyer, (B) adversely impact the cash flows of the Company, (C) result in a loss of any material asset, (D) require any change in the shareholders of Buyer or its Affiliates, (E) cause Buyer or any of its Affiliates to be in default under or otherwise to breach in any material respect any of the covenants in the Financing Documents as in effect on the date of this Agreement or (F) otherwise materially and adversely affect the value of the Company and Buyer, taken as a whole, or the ability of the Company to carry on the Business substantially as it is being conducted on the date of this Agreement or as it is currently contemplated to be conducted in the business plans of the Company (any such requirement in clause (1) through (3) being an “Onerous Condition”). (c) The Parties shall each use their reasonable best efforts to oppose, contest, resolve, appeal, defend against or lift, as applicable, any Action or Order (whether temporary, preliminary or permanent) if this Agreement provides that, as a result thereof, a Party would not be obligated to maintain perform any of its obligations hereunder. (d) Buyer undertakes to use its reasonable best efforts to ensure that it obtains (x) all antitrust Approvals which are required by Law in full force order to complete the transactions contemplated by this Agreement, including without limitation the Approvals from the European Commission (the “EC”), and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use any other relevant authority in any other jurisdictions (collectively, the “Permits Necessary Antitrust Consents”) and Approvals”). Without (y) all Approvals required by the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Telecommunications Legislation and the Project are Telecommunications Licenses (together with the Necessary Antitrust Consents, the “Necessary Consents”) which Buyer is required to obtain in connection with the transactions contemplated under this Agreement as soon as is reasonably practicable. (e) Each Party will at all times operated cooperate with the other Party by ensuring that it: (i) promptly notifies the other Party’s external legal advisers and provides copies of any communication from the Hellenic Competition Commission (the “HCC”), the EC, the NTPC and any other relevant authority in any other jurisdiction in relation to obtaining the Necessary Consents (collectively, the “Relevant Authorities”) or any other Person in relation to obtaining the Necessary Consents; (ii) promptly provides the other Party’s external legal advisers with drafts of all submissions and communications to the Relevant Authorities at such time as will allow the other Party a reasonable opportunity to provide comments on such submissions or communications before they are submitted or sent; (iii) promptly amends all such submissions and communications in accordance with the reasonable requirements of the Permits other Party’s legal advisers; (iv) provides the other Party with copies (or a written report if the communication is oral) of all such submissions and Approvals. The security interest referred communications in the form submitted, provided however that no Party shall be required to provide copies of any confidential information directly to the other Party where such copies have been provided the other Party’s advisers on a confidential basis for the purpose of reviewing a relevant submission or communications in Section 27 below shall constitute, accordance with this clause; and (v) to the extent practicable and permitted by lawthe Relevant Authority, a second lien upon allows persons nominated by the other Party to attend all meetings whether in person, by telephone or by other means with the Relevant Authorities and, where appropriate, to make oral submissions at such meetings, save as required by applicable law or regulation, and complies with all reasonable requests of the rights, titles and interests of Borrower, if any, other Party in the Permits and Approvals, subject only relation to the rights conduct of First Lender under such meetings. (f) Each Party hereto shall (i) comply at the First Mortgage Documents. However, in earliest practicable date and after consultation with the event of either a monetary other Party hereto with any request for additional information or other default under this Agreement, the Note, the Borrower Security Instrument, documentary material received by it or any of its Affiliates from the other Loan Documents, the Borrower shall cooperate in any legal Relevant Authorities; and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) use its reasonable best efforts to cause any waiting periods, including under any relevant antitrust Laws, the Telecommunications Legislation or the Telecommunications Licenses to terminate or expire at the earliest possible date. (g) The filing fee under any relevant antitrust Laws, and any fees required by the Relevant Authorities, shall be borne by Buyer. (h) Each Party hereto shall promptly inform the other Party of the Permits and Approvals are to be terminated, limited in any waymaterial communication made to, or not renewedreceived by such Party from, (iii) any civil money penalty relating to Public Authority, including without limitation the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project Relevant Authorities or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental other Public Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereoftransactions contemplated hereby.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.or

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Borrower- Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.or

Permits and Approvals. Borrower (a) Seller hereby represents and warrants that the construction and operation of the Facility on the Premises are permitted uses as a matter of right in compliance with the Zoning By-Laws of the Town of Millbury, Massachusetts, provided, however, that the Facility will require a special permit to allow its construction in accordance with the Preliminary Plans, which has been issued by the Planning Board of the Town of Millbury and, provided further that a sign variance will be required for the Facility's proposed sign; which permits the construction on the Premises of a health care facility, providing for a total of up to One Hundred Fifty-Four (154) skilled nursing care beds (the "Facility") and which is currently in effect and subject to no conditions other than those set forth in Exhibit "B" and which the Seller shall at take all times cause Operatorreasonable steps to preserve in full force and effect pending completion of construction of the Facility in accordance with the terms hereof. (b) Seller represents that it shall make application for and use its reasonable best efforts to obtain in Purchaser's name or to the extent that any of the same are issued in the Seller's name, the Seller's name shall be deemed to be "as agent for Purchaser", prior to the date of the Closing, all governmental approvals, licenses, easements, sewer agreements, utility hookups and permits which may be needed in order to permit the construction and operation of the Facility on the Premises (the "Development Approvals"), except for the approvals, licenses, easements, sewer agreements, and permits, if any, set forth on Exhibit "B" (the "Additional Licenses") provided, however, no documentation shall be signed by Seller on behalf of Purchaser without Purchaser's prior written consent which shall not be unreasonably withheld, delayed or conditioned. Seller covenants to diligently use its reasonable best efforts to obtain in Purchaser's name, or in the Seller's name as the agent for the Purchaser, all. of the Additional Licenses (other than the Facility's operating license for which the Purchaser shall be solely responsible, subject to the Seller's obligations pursuant to Sections 2.4 and 2.9 to make the Facility "licensable" from the standpoint of construction and furnishing) in an expeditious manner it being the intent of the parties that the same shall be issued concurrently with the substantial completion of the Facility. All of such Development Approvals and Additional Licenses shall be assigned to the Purchaser at the Closing (to the extent assignable). Purchaser's obligations with respect to obtaining federal, state and local government permits, consents and approvals for the Facility shall be limited to obtaining the operating license for the Facility from the Department (as defined below) and any lessee permit or management agentapproval relating to the operation of the Facility and promptly cooperating with Seller in every respect in obtaining such permits, consents and approvals. Prior to Physical Completion, Seller shall perform or cause to be performed all of the obligations required of the owner of the Premises under the Development Approvals except those which by their terms or nature relate to post-construction or operational matters. Prior to Physical Completion all indemnifications set forth in the Development Approvals and all amounts due and payable under the Development Approvals as applicablefees or charges relating to the construction (as opposed to the operation) of the Facility, and not as taxes or assessments, including, without limitation, all amounts deposited or to maintain be deposited into escrow with the issuer of any such Development Approval, shall be paid by Seller out of funds provided by Purchaser, subject to the limitations set forth in Section 4.1. (c) Seller represents that Xxxx X. Xxxxxxxx duly obtained a Determination of Need, Project Number: 2-1205 (the "DON") from the Determination of Need Program of the Department of Public Health of the Commonwealth of Massachusetts (the "Department") permitting construction of the Facility with an original maximum capital expenditure of Seven Million Two Hundred Ninety-Five Thousand Four Hundred Twelve Dollars ($7,295,412) (1988). Seller and Xxxx X. Xxxxxxxx applied for a change of ownership of the DON to Worcester Nursing Center, Inc. ("WNC"), a wholly owned subsidiary of The Mediplex Group, Inc. ("Change of Ownership"). Such change was approved by a vote of the Massachusetts Public Health Council on February 21, 1995 and no action has been taken to appeal or reverse such approval which is final, non-appealable and currently in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation . Seller has obtained an extension of the Project date by which the Facility must be licensed under the DON to July 1, 2000. The Seller applied for a change of site for the Approved Use Facility to the Premises which was approved by letter of January 6, 1995 and no action has been taken to appeal or reverse such approval which is final, non-appealable and currently in full force and effect. (collectivelyd) A true and accurate copy of the DON is set forth in Exhibit "C". (e) For the sole purpose of permitting Seller to construct the Facility, the “Permits and Approvals”). Without Purchaser grants to the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constituteSeller, to the extent permitted required by lawSeller in order that the purpose of this Agreement be effectuated, a second lien upon all the rights under the Development Approvals and any other grants of rights, permits, approvals, or licenses, which may be necessary to complete the performance of the rightsSeller's obligations hereunder; provided, titles and interests however that no transfer or assignment of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updatedoccur which is, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing extent, prohibited by applicable law or the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result terms thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Previous versions obsolete Page 19 of 31 form HUD-92466-ORCF (06/2019) (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, Sublessor, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, Sublessor, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower ‌ Subject only to the Province’s obligations under Section 15.4 and as otherwise set out in this Section 4.16, the Contractor shall at arrange all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate carry out the Healthcare Facility or to fund Project, the operation of Existing Facilities O&M and the Project for the Approved Use O&M (collectively, the “Permits and Approvals”). Without , on the prior written consent of HUDfollowing basis: (a) to the extent practicable, none of the Contractor shall apply for the Permits and Approvals in its own right, in which case: (i) the Permits and Approvals shall be conveyedexpressly assignable to the Province (including the automatic assignment contemplated by subclause (ii)) upon expiry of the Term or sooner termination of this Agreement; (ii) the Contractor shall be deemed to have assigned the Permits and Approvals to the Province upon expiry of the Term or sooner termination of this Agreement; and (iii) the Contractor shall execute and deliver any other documentation as may from time to time be required to give full effect to the assignment contemplated by subclause (ii); (b) where required by a regulator, assigned, encumbered, transferred or alienated from the Healthcare Facility or Province will be the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of applicant for the Permits and Approvals. The security interest referred If the regulator requires the Province to in Section 27 below shall constitute, to be the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in applicant for the Permits and Approvals, subject only then the Contractor shall keep the Province informed to a reasonable extent and in a reasonable manner on an ongoing basis as to the rights discussions with such regulator and in any event shall keep the Province informed to the extent and in the manner as requested by the Province, acting reasonably; and (c) regardless of First Lender whether the Province is the applicant for the Permits and Approvals, the Contractor shall until the end of the Term or sooner termination of this Agreement duly perform and carry out on behalf of the Province all obligations of the Province under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal Permits and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be requiredApprovals, and execute and sign in shall, subject to Section 16.2, indemnify the name of Xxxxxxxx, its successors or assigns, Province against any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below liability under or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, relation to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of arising from the Permits and Approvals are Contractor’s failure to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and perform all responses given by or such obligations on behalf of Borrower the Province, except only to the extent that such failure was caused or contributed to by the Province or those for whom the Province is legally responsible or caused by any person exercising rights under an Identified Encumbrance, a grant contemplated by the third paragraph of Section 4.1, Future Utilities (as defined in Section 4.6), or a consent contemplated by the last sentence of Section 4.12. The Province holds a licence to divert and use water issued by Alberta Environment (file number 14552) pursuant to the Water Resources Act (Alberta) (predecessor act to the Water Act (Alberta)) (the “Water Diversion Licence”). The Contractor shall not make any alterations to or applications in respect of the foregoing and Water Diversion Licence. The Contractor shall provide to HUD and Lender, promptly upon request, such other information regarding any until the end of the foregoing as HUD Term or Lender may request. Unless otherwise requested by HUD, the reporting requirement sooner termination of this provision shall not encompass regulators’ communications relating solely Agreement duly perform and carry out on behalf of the Province all obligations of the Province under the Water Diversion Licence and shall, subject to licensed nursing facility surveys where Section 16.2, indemnify the most severe citation level Province against any liability under or in relation to the Water Diversion Licence arising from the Contractor’s failure to perform all such obligations on behalf of the Province, except only to the extent that such failure was caused or contributed to by the Province or those for whom the Province is at legally responsible or caused by any person exercising rights under an Identified Encumbrance, a grant contemplated by the “G” level or its equivalent third paragraph of Section 4.1, Future Utilities (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updateddefined in Section 4.6), or a consent contemplated by the last sentence of Section 4.12. The Contractor shall duly perform and carry out on behalf of the Province all obligations of the Province under the Existing Facilities Licenses (as defined in Schedule 18) and shall, subject to Section 16.2, indemnify the Province against any successor guidanceliability under or in relation to the Existing Facilities Licenses (as defined in Schedule 18) unless a citation at such level is either (i) unresolved arising from the two most recent consecutive prior surveysContractor’s failure to perform all such obligations on behalf of the Province, except only to the extent that such failure was caused or contributed to by the Province or those for whom the Province is legally responsible or caused by any person exercising rights under an Identified Encumbrance, a grant contemplated by the third paragraph of Section 4.1, Future Utilities (as defined in Section 4.6), or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared consent contemplated by the issuing regulatory agency. The receipt by HUD and/or Lender last sentence of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofSection 4.12.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 30 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) BorrowerBorroweror the Project, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) BorrowerBorrower or the Project, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof. (e) Borrower shall inform HUD within two (2) business days of any finding of, or communication by, an Accrediting Organization (AO), the Center for Medicare and Medicaid Services (CMS), or State survey organization, that indicates potential jeopardization of the Borrower’s ability to meet the CMS Conditions of Participation and thus the ability to bill government-sponsored payors for any healthcare services it provides. . Within 30 days of receiving such a finding or communication, the Board of the Borrower shall submit to HUD a plan of action to remedy said finding.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and ApprovalsApprovals and Accreditation. The security interest referred to in Section 27 30 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project,] is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project,] is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof. Borrower shall inform HUD within two (2) business days of any finding of, or communication by, an Accrediting Organization (AO), the Center for Medicare and Medicaid Services (CMS), or State survey organization, that couldindicates potential jeopardization of e the Borrower’s ability to meet the CMS Conditions of Participation and thus the ability to bill government-sponsored payors for any healthcare services it provides. acute or post-acute healthcare services. Within 30 days of receiving such a finding or communication, the Board of the Borrower shall submit to HUD a plan of action to remedy said finding.

Permits and Approvals. Borrower (a) Developer represents that it shall at use its best efforts to obtain, prior to the date of the Closing (as defined in Article III hereof), all times cause Operatorstate, federal, county and municipal land use approvals and permits, licenses, easements, and utility agreements which are necessary for the development, construction and opening of the Project on the Property as set forth on Exhibit "E" (the "Developer's Approvals"). Developer covenants to diligently use its best efforts to obtain all of the Approvals in an expeditious manner. In the event Developer is unable to obtain the Approvals, Developer shall have no liability whatsoever to Owner, or any lessee other party and at Owner's or management agentDeveloper's option, this Agreement shall be terminated without recourse to either party hereto at law or in equity. (b) Owner represents that it shall use its best efforts to obtain, prior to the date of the Closing (as applicable, to maintain defined in full force and effectArticle III hereof), all appropriate certificates of needstate, bed authorityfederal, provider agreementscounty and municipal land use approvals and permits, licenses, permits easements, and approvals reasonably utility agreements which are necessary to operate for the Healthcare Facility or to fund the development, construction and operation of the Project for on the Approved Use (collectively, Property as set forth on Exhibit "F"( the “Permits and "Owner's Approvals”"). Without the prior written consent of HUD, none Owner covenants to diligently use its best efforts to obtain all of the Permits Approvals in an expeditious manner. In the event Owner is unable to obtain the Approvals, Owner shall have no liability whatsoever to Developer, or any other party and Approvals at Owner's or Developer's option, this Agreement shall be conveyedterminated without recourse to either party hereto at law or in equity. (c) For the sole purpose of permitting Developer to construct the Project, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished Owner grants to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constituteDeveloper, to the extent permitted required by lawDeveloper in order that the purpose of this Agreement be effectuated, a second lien upon all the rights under the Approvals and any other grants of the rights, titles and interests of Borrowerpermits, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrumentapprovals, or any of the other Loan Documentslicenses, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to which may be necessary to complete the performance of Developer's obligations hereunder; provided, however that no transfer or appropriate in order to facilitate the continued operation assignment of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of occur which is prohibited by applicable law or the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.terms hereof

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as XxxxxxxxBxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of XxxxxxxxBxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Previous versions obsolete Page 19 of 33 form HUD-92466-ORCF (06/2014) (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower shall at all times cause (a) As used herein, "Approved Use" means the use of the Project for the operation of the Healthcare Facility as a(n) [Insert type of facility] with licensed [beds/units], [of which not less than licensed [beds/units] are [to be] in use], and such other uses as may be approved in writing from time to time by HUD based upon a request made by the Borrower, Operator, or Master Tenant, but excluding any lessee or management agentuses that are discontinued with the written approval of HUD. Master Tenant shall ensure that use of the Healthcare Facility is in accordance with the Approved Use. (b) As used herein, as applicable, to maintain in full force "Permits and effect, Approvals" means and includes all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and ApprovalsUse. The security interest Master Tenant Security Agreement and UCC financing statements referred to in Section 27 below [15] hereof shall constitute, to the extent permitted by law, a second first lien upon all of the Master Tenant's rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the NoteBorrower’s Regulatory Agreement, any other regulatory agreement made for the Borrower Security Instrumentbenefit of HUD relating to the Project, or any of note or security instrument with respect to the other Loan DocumentsProject that is insured or held by HUD, the Borrower Master Tenant shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseUse including, as determined by HUD, the necessary conveyance, assignment or transfer of Permits and Approvals. For the intents and purposes herein, Borrower Master Tenant hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s its attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, to the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Master Tenant, its successors or assigns, any and all documents, documents as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall The Master Tenant will not alteralter or terminate, terminate or relinquish or suffer or permit the alteration, alteration or termination or relinquishment of any Permits and Approvals Permit or Approval that is issued or held in the name of Master Tenant or Operator without the prior written approval consent of HUD. In the event that any such alteration, alteration or termination or relinquishment is proposed, upon learning of such proposed alterationalteration or termination, termination or relinquishment, Borrower shall Master Tenant will advise HUD and Lender promptly. Borrower . (c) The Master Tenant shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligationsdeliver electronically, Borrower shall electronically deliver within two three (23) Business Days after BorrowerMaster Xxxxxx’s receipt thereof, to the assigned HUD personnel and Lender Lender, copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower Master Xxxxxx from any Governmental Authority that includes any statement, finding or assertion that that (i) BorrowerMaster Tenant, Operator, the Project Healthcare Facility, or any lessee or management agent portion of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) BorrowerMaster Tenant, the Operator, the Project Healthcare Facility, or any lessee or management agent portion of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower Master Tenant shall also deliver to the Project’s HUD-assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower Master Tenant to any of the foregoing and shall provide to the HUD personnel and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most wherein all cited violations are less severe citation than a “g” level, or its equivalent, and, collectively, do not result in an imposition of remedy level is at the “G” level greater than CMS Remedy Category 1, or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency). The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof. (d) The Master Tenant shall at all times maintain, or cause to be maintained, in full force and effect the Permits and Approvals. Without the prior written consent of HUD, Master Tenant shall not convey, assign, encumber, transfer or alienate from the Project any of the Permits or Approvals. The Master Tenant shall ensure that the Healthcare Facility is at all times operated in accordance with the requirements of the Permits and Approvals, and that none of the Permits and Approvals is placed at risk of suspension, revocation, rescission, termination or limitation, as evidenced by, without limitation, any communication from regulatory or funding entities so indicating.

Permits and Approvals. Borrower Seller and Buyer shall at all times cause Operatorcooperate and endeavor to obtain, or any lessee or management agent, as applicable, to maintain in full force and effectwill promptly prepare, all appropriate certificates of needregistrations, bed authorityfilings and applications, provider agreementsrequests and notices preliminary to, licensesall Approvals and Permits identified on Schedule 3.11 or Schedule 4.2. Seller shall bear all out-of- pocket costs, permits and approvals reasonably necessary expenses incurred or fees paid to operate the Healthcare Facility third parties or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate Governmental Entities set forth on Schedule 3.11 in order to facilitate the continued operation obtain such Approvals and Permits; provided, however, that Buyer and Seller shall each bear half of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any fees paid or expenses incurred by either party in connection with any and all information and datafilings or proceedings required under the Xxxx-Xxxxx-Xxxxxx Act. To the extent that the Approval of a third party with respect to any Contract is required for the assignment of such Contract or to avoid a loss of contractual benefits thereunder in connection with the transactions contemplated by this Agreement but is not obtained prior to the Closing Date, pay this Agreement shall not be deemed to constitute an assignment of any such fees as may be requiredContract, and execute and sign in the name of Xxxxxxxx, its successors Buyer shall assume no obligations or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that liabilities under any such alteration, termination Contract. Seller shall use its best efforts to advise Buyer promptly in writing with respect to any Contract which Seller knows or relinquishment is proposed, upon learning of such proposed alteration, termination has substantial reason to believe will or relinquishment, Borrower shall advise HUD may not be subject to assignment to Buyer hereunder. Without in any way limiting Seller's obligation to obtain consents and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement waivers necessary for the Project. Except as otherwise provided below sale, transfer, assignment and delivery of the Purchased Assets, including all Contracts, to Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Buyer in Program Obligationsgood faith to develop an alternative arrangement to ensure that Buyer obtains the benefits of each such Contract, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt subject to Buyer bearing the costs thereof, to consistent with the assigned HUD personnel and Lender copies economic results intended by this Agreement including enforcement for the benefit of Buyer of any and all noticesrights of Seller against any other party arising out of any breach or cancellation of any such Contract by such other party and, reportsif requested by Buyer, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management acting as an agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon Buyer or as a result thereofBuyer shall otherwise reasonably require. Buyer shall bear the costs of obtaining any non-governmental Approvals, if the party from whom such Approval is required has refused to grant such Approval because of Buyer's anticipated credit quality.

Permits and Approvals. Borrower shall at (a) During the period beginning on the date hereof and ending on the earlier to occur of the Completion Date or the Termination Date: (i) Seller and Purchaser agree to cooperate and use commercially reasonable efforts to obtain all times cause Operator(and will promptly prepare and file, or any lessee cause to be filed, all registrations, filings, applications, requests and notices, and do, or management agentcause to be done, all things necessary, proper or advisable in connection with any) relevant Approvals from Governmental Entities and relevant Permits that are required to consummate the transactions contemplated by this Agreement. Each of Seller and Purchaser shall furnish the other Party such necessary information and assistance as the other may reasonably request in connection with its preparation of such necessary registrations, filings, applications, requests and notices or its taking of all actions necessary, proper or advisable in connection with the transactions contemplated hereby. (ii) Seller and Purchaser agree that they will meet, discuss and each take reasonable agreed steps consistent with similar Russian transactions to oppose, contest, resolve, appeal, defend against or lift, as applicable, promptly any Action or Judgment (whether temporary, preliminary or permanent) to maintain which either of them are subject or which is otherwise applicable to either of them if this Agreement provides that, as a result thereof, such Party would not be obligated to complete the transactions contemplated by this Agreement. (b) Seller and Purchaser agree, as promptly as reasonably practicable and in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate any event within two Business Days following the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitutedate hereof, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide take any and all information and data, pay such fees as actions not already taken that may be requiredrequired to make, at each such Party’s expense and execute in form and sign in the name of Xxxxxxxx, its successors or assignscontent agreed by Seller and Purchaser, any and all documentsantitrust or other registrations, filings, applications and notices (the “FAS Filings”) to obtain the Approvals required under the Russian Antimonopoly Law from the FAS for the sale by Seller and acquisition by Purchaser of all of the Shares and Interests in the OFS Companies to be conveyed to Purchaser hereunder. Accordingly, in respect of the FAS Filings: (i) Seller shall provide, or cause to be provided, to Purchaser or the FAS directly at Seller’s discretion all information and documents required under Applicable Law for the purposes of preparation of the FAS Filings, provided that Purchaser in all cases shall receive proof of such filings. Seller and Purchaser shall (A) comply, or with respect to Seller, procure compliance by Seller and the OFS Companies, at the earliest practicable date and after consultation with the other Party with any request for additional information or documentary material received by it or any of its Affiliates from FAS; and (B) take such steps as may be required by necessary to cause any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alterwaiting periods, including under any relevant antimonopoly or other Applicable Law to terminate or relinquish expire at the earliest possible date. (ii) If at any time during the 55-day period after Purchaser and Seller have submitted all information required under Applicable Law to complete the FAS Filings, or suffer or permit the alteration, termination or relinquishment of any Permits such other period as Seller and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or Purchaser may agree in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operatorwriting, the Project or any lessee or management agent FAS issues a decision disapproving of the Project is or may be in violation Purchaser’s acquisition of (or default under) any of the Permits and Approvals Shares or any governmental requirements applicable theretoInterests, (ii) any within 30 calendar days of receipt of the Permits and Approvals are to be terminateddisapproving decision, limited in any way, or not renewed, (iii) any civil money penalty relating Purchaser shall to the Project is being imposed extent practicable take all commercially reasonable steps it determines in consultation with respect Seller to procure a reversal of such disapproving decision. Nothing in this Section 5.02 requires Purchaser to take any legal or administrative Action against FAS and/or any other Governmental Entity and any such Action shall be within the Healthcare Facility, or (iv) Borrower, Operatorsole discretion of Purchaser. If Purchaser fails to obtain FAS Approval within such period, the Project or any lessee or management agent provisions of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower Section 10.01(c) shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofapply.

Permits and Approvals. Borrower Appropriate permits or approvals from the Commissioner, the FRB, the FDIC and/or any other Governmental Entities which are necessary to carry out the transactions contemplated in this Agreement, shall at have been received, the United States Department of Justice shall not have taken any adverse action within the period allowed under 12 U.S.C. Section 1828(c)(6), and all times cause Operator, other statutory or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates regulatory requirements for the valid completion of need, bed authority, provider agreements, licenses, the transactions contemplated hereby shall have been satisfied. Said permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectivelyshall include, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals but shall not be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the following: (i) prior written approval of HUD. In from the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, Commissioner pursuant to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, OperatorCFC, the Project or any lessee or management agent of FDIC pursuant to 12 U.S.C. Section 1828(c)(2) and the Project is or may be in violation of (or default under) any of FRB pursuant to the Permits Federal Reserve Act and Approvals or any governmental requirements applicable thereto, the BHC Act; (ii) to the extent required by applicable Rule, all Consents of any Governmental Entity, including, without limitation, those of the Permits FRB, the FDIC and Approvals are to be terminatedthe Commissioner, limited in any wayshall have been obtained, granted or not renewedwaived for organization of PCBG Valley Corporation and the Merger, and all applicable waiting periods under all rules shall have expired; and (iii) all approvals, orders and/or permits necessary for the Offering and any civil money penalty relating other necessary regulatory approvals and the issuance of approvals or assurances from the Commissioner, the FRB, the FDIC, the SEC, any blue sky authority and any other necessary Governmental Entity having authority over the Merger that the approval of the Merger will be forthcoming that are satisfactory to the Project is being imposed with respect Company, that would allow the Company to commence the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent marketing of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared Offering by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not Company to complete the Merger as described in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofthis Agreement.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 30 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) BorrowerBorroweror the Project, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) BorrowerBorrower or the Project, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof. Borrower shall inform HUD within two (2) business days of any finding of, or communication by, an Accrediting Organization (AO), the Center for Medicare and Medicaid Services (CMS), or State survey organization, that indicates potential jeopardization of the Borrower’s ability to meet the CMS Conditions of Participation and thus the ability to bill government-sponsored payors for any healthcare services it provides. . Within 30 days of receiving such a finding or communication, the Board of the Borrower shall submit to HUD a plan of action to remedy said finding.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 30 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project] is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project] is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 30 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project] is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project] is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management 661 agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed 662 authority, provider agreements, licenses, permits and approvals reasonably necessary to operate 663 the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, 664 the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits 665 and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the 666 Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification 667 authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times 668 operated in accordance with the requirements of the Permits and Approvals. 669 (b) The security interest referred to in Section 27 below shall constitute, to the 670 extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if 671 any, in the Permits and Approvals, subject only to the rights of First Lender under the First 672 Mortgage Documents. However, in the event of either a monetary or other default under this 673 Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, 674 the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the 675 continued operation of the Healthcare Facility for the Approved Use. For the intents and 676 purposes herein, Borrower hereby irrevocably nominates and appoints Lender Xxxxxx and HUD, their 677 respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact 678 coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or 679 appropriate in order to facilitate the continued operation of the Healthcare Facility and the 680 Project for the Approved Use, including but not limited to, the power and authority to provide 681 any and all information and data, pay such fees as may be required, and execute and sign in the 682 name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any 683 Governmental Authority exercising jurisdiction over the Project. 684 (c) Borrower shall not alter, terminate or relinquish or suffer or permit the 685 alteration, termination or relinquishment of any Permits and Approvals without the prior written 686 approval of HUD. In the event that any such alteration, termination or relinquishment is 687 proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower 688 shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into 689 any Borrower-Operator Agreement for the Project. 690 (d) Except as otherwise provided below or in Program Obligations, Borrower 691 shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the 692 assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other 693 correspondence (regardless of form) received by Borrower from any Governmental Authority 694 that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any 695 lessee or management agent of the Project is or may be in violation of (or default under) any of 696 the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the 697 Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil 698 money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or 699 (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject 700 to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the 701 assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental 702 Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and 703 shall provide to HUD and Lender, promptly upon request, such other information regarding any 704 of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the 705 reporting requirement of this provision shall not encompass regulators’ communications relating 706 solely to licensed nursing facility surveys where the most severe citation level is at the “G” level 707 or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be 708 edited or updated, or any successor guidance) unless a citation at such level is either (i) 709 unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation 710 having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the 711 initial communication from the Operator pursuant to this paragraph shall be a notice by email to 712 the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the 713 timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next 714 communication from the Operator shall be notification that the citations have been cleared by the 715 issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, 716 correspondence and other information shall not in any way impose any obligation or liability on 717 HUD, the Lender or their respective agents, representatives or designees to take or refrain from 718 taking any action, and HUD, Lender and their respective agents, representatives and designees 719 shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Previous versions obsolete Page 16 of 29 form HUD-92466-ORCF (Rev. 06/2014) (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the {1020/125/00094150.4} Previous versions obsolete Page 18# of 35 form HUD-92466-ORCF (06/2014) continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, {1020/125/00094150.4} Previous versions obsolete Page 19# of 35 form HUD-92466-ORCF (06/2014) correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower Appropriate permits or approvals from the Commissioner, the FRB, the FDIC and/or any other Governmental Entities which are necessary to carry out the transactions contemplated in this Agreement, shall at have been received, the United States Department of Justice shall not have taken any adverse action within the period allowed under 12 U.S.C. Section 1828(c)(6), and all times cause Operator, other statutory or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates regulatory requirements for the valid completion of need, bed authority, provider agreements, licenses, the transactions contemplated hereby shall have been satisfied. Said permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectivelyshall include, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals but shall not be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the following: (i) prior written approval of HUD. In from the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, Commissioner pursuant to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, OperatorCFC, the Project or any lessee or management agent of FDIC pursuant to 12 U.S.C. Section 1828(c)(2) and the Project is or may be in violation of (or default under) any of FRB pursuant to the Permits Federal Reserve Act and Approvals or any governmental requirements applicable thereto, the BHC Act; (ii) to the extent required by applicable Rule, all Consents of any Governmental Entity, including, without limitation, those of the Permits FRB, the FDIC and Approvals are to be terminatedthe Commissioner, limited in any wayshall have been obtained, granted or not renewedwaived for organization of PCBG Merger Corporation and the Merger, and all applicable waiting periods under all rules shall have expired; and (iii) all approvals, orders and/or permits necessary for the Offering and any civil money penalty relating other necessary regulatory approvals and the issuance of approvals or assurances from the Commissioner, the FRB, the FDIC, the SEC, any blue sky authority and any other necessary Governmental Entity having authority over the Merger that the approval of the Merger will be forthcoming that are satisfactory to the Project is being imposed with respect Company, that would allow the Company to commence the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent marketing of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared Offering by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not Company to complete the Merger as described in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofthis Agreement.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. Previous versions obsolete Page 18 of 33 form HUD-92466-ORCF (06/2014) (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as XxxxxxxxBxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of XxxxxxxxBxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.. Previous versions obsolete Page 19 of 33 form HUD-92466-ORCF (06/2014)

Permits and Approvals. a. The Borrower shall at all times cause Operatorany lessee, operator, or any lessee or management agent, agent (as applicable, ) to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUD, none of the Permits and or Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority)Project. The Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . b. The security interest agreement and UCC financing statements referred to in Section 27 paragraph [27] below shall constitute, to the extent permitted by law, a second first lien upon all of the Borrower' rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreementagreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective its successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Usenecessary, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Borrower, its successors or assigns, required by any governmental entity exercising jurisdiction over the Project, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over necessary to continue to operate the Project. Healthcare Facility and the Project for the Approved Use. c. The Borrower shall will not alter, terminate or relinquish or suffer or permit the alterationalteration of, termination any Permit or relinquishment of any Permits and Approvals Approval, without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment alteration is proposed, upon learning of such proposed alteration, termination or relinquishment, the Borrower shall will advise HUD and Lender promptly. The Borrower shall will insert the foregoing requirements into any Borrower-Operator Agreement operating lease for the Project. Except as otherwise provided below or in Program Obligations, . d. The Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and the Lender electronically, within 48 hours after receipt thereof, copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by the Borrower from any Governmental Authority governmental authority that includes any statement, finding or assertion that (i) the Borrower, Operatorany operator, the Project or any lessee or lessee, management agent of or the Project is or may be in violation of (or default under) any of the Permits and or Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and or Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facilityor may be imposed, or (iv) the Borrower, Operatorany operator, the Project or any lessee or lessee, any management agent of or the Project is subject to any governmental investigation or inquiry involving fraud. The Borrower shall deliver to the assigned HUD personnel and the Lender, simultaneously with delivery thereof to any Governmental Authoritygovernmental authority, any and all responses given by or on behalf of the Borrower to any of the foregoing and shall provide to HUD and the Lender, promptly upon request, such other information regarding any of the foregoing as HUD or the Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most wherein all cited violations are less severe citation level is at the than a “Gg” level level, or its equivalent equivalent, and, collectively, do not result in an imposition of remedy level greater than CMS Remedy Category 1, or its equivalent, (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency). The receipt by HUD the Project’s Account Executive and/or the Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUD, the Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower (a) Developer represents that it shall at use its best efforts to obtain, prior to the date of the Closing (as defined in Article III hereof), all times cause Operatorstate, federal, county and municipal land use approvals and permits, licenses, easements, and utility agreements which are necessary for the development, construction and opening of the Project on the Property as set forth on Exhibit "E" (the "Developer's Approvals"). Developer covenants to diligently use its best efforts to obtain all of the Approvals in an expeditious manner. In the event Developer is unable to obtain the Approvals, Developer shall have no liability whatsoever to Owner, or any lessee other party and at Owner's or management agentDeveloper's option, this Agreement shall be terminated without recourse to either party hereto at law or in equity. (b) Owner represents that it shall use its best efforts to obtain, prior to the date of the Closing (as applicable, to maintain defined in full force and effectArticle III hereof), all appropriate certificates of needstate, bed authorityfederal, provider agreementscounty and municipal land use approvals and permits, licenses, permits easements, and approvals reasonably utility agreements which are necessary to operate for the Healthcare Facility or to fund the development, construction and operation of the Project for on the Approved Use Property as set forth on Exhibit "F" (collectively, the “Permits and "Owner's Approvals”"). Without the prior written consent of HUD, none Owner covenants to diligently use its best efforts to obtain all of the Permits Approvals in an expeditious manner. In the event Owner is unable to obtain the Approvals, Owner shall have no liability whatsoever to Developer, or any other party and Approvals at Owner's or Developer's option, this Agreement shall be conveyedterminated without recourse to either party hereto at law or in equity. (c) For the sole purpose of permitting Developer to construct the Project, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished Owner grants to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constituteDeveloper, to the extent permitted required by lawDeveloper in order that the purpose of this Agreement be effectuated, a second lien upon all the rights under the Approvals and any other grants of the rights, titles and interests of Borrowerpermits, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrumentapprovals, or any of the other Loan Documentslicenses, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to which may be necessary to complete the performance of Developer's obligations hereunder; provided, however that no transfer or appropriate in order to facilitate the continued operation assignment of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of occur which is prohibited by applicable law or the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofterms hereof.

Permits and Approvals. a. The Borrower shall at all times cause Operatorany lessee, operator, or any lessee or management agent, agent (as applicable, ) to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUD, none of the Permits and or Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority)Project. The Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . b. The security interest referred to in Section 27 [27] below shall constitute, to the extent permitted by law, a second first lien upon all of the Borrower' rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender Xxxxxx and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Borrower, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . c. The Borrower shall will not alter, terminate or relinquish or suffer or permit the alterationalteration of, termination any Permit or relinquishment of any Permits and Approvals Approval, without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment alteration is proposed, upon learning of such proposed alteration, termination or relinquishment, the Borrower shall will advise HUD and Lender promptly. The Borrower shall will insert the foregoing requirements into any Borrower-Operator Agreement operating lease for the Project. . d. Except as otherwise provided below or in Program Obligationsbelow, the Borrower shall electronically deliver deliver, within two three (23) Business Days after Borrower’s 's receipt thereof, to the assigned HUD personnel and Lender Lender, copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by the Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) the Borrower, Operatorany operator, the Project or any lessee or lessee, management agent of or the Project is or may be in violation of (or default under) any of the Permits and or Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and or Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) the Borrower, Operatorany operator, the Project or any lessee or lessee, any management agent of or the Project is subject to any governmental investigation or inquiry involving fraud. The Borrower shall deliver to the assigned HUD personnel and the Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of the Borrower to any of the foregoing and shall provide to HUD and the Lender, promptly upon request, such other information regarding any of the foregoing as HUD or the Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most wherein all cited violations are less severe citation level is at the than a “Gg” level level, or its equivalent equivalent, and, collectively, do not result in an imposition of remedy level greater than CMS Remedy Category 1, or its equivalent, (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency). The receipt by HUD and/or the Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUD, the Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower (a) Developer represents that it shall at use its best efforts to obtain, prior to the date of the Closing (as defined in Article III hereof), all times cause Operatorstate, federal, county and municipal land use approvals and permits, licenses, easements, and utility agreements which are necessary for the development, construction and opening of the Project on the Property as set forth on Exhibit "E" (the "Developer's Approvals"). Developer covenants to diligently use its best efforts to obtain all of the Approvals in an expeditious manner. In the event Developer is unable to obtain the Approvals, Developer shall have no liability whatsoever to Owner, or any lessee other party and at Owner's or management agentDeveloper's option, this Agreement shall be terminated without recourse to either party hereto at law or in equity. (b) Owner represents that it shall use its best efforts to obtain, prior to the date of the Closing (as applicable, to maintain defined in full force and effectArticle III hereof), all appropriate certificates of needstate, bed authorityfederal, provider agreementscounty and municipal land use approvals and permits, licenses, permits easements, and approvals reasonably utility agreements which are necessary to operate for the Healthcare Facility or to fund the development, construction and operation of the Project for on the Approved Use (collectively, Property as set forth on Exhibit "F" ( the “Permits and "Owner's Approvals”"). Without the prior written consent of HUD, none Owner covenants to diligently use its best efforts to obtain all of the Permits Approvals in an expeditious manner. In the event Owner is unable to obtain the Approvals, Owner shall have no liability whatsoever to Developer, or any other party and Approvals at Owner's or Developer's option, this Agreement shall be conveyedterminated without recourse to either party hereto at law or in equity. (c) For the sole purpose of permitting Developer to construct the Project, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished Owner grants to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constituteDeveloper, to the extent permitted required by lawDeveloper in order that the purpose of this Agreement be effectuated, a second lien upon all the rights under the Approvals and any other grants of the rights, titles and interests of Borrowerpermits, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrumentapprovals, or any of the other Loan Documentslicenses, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to which may be necessary to complete the performance of Developer's obligations hereunder; provided, however that no transfer or appropriate in order to facilitate the continued operation assignment of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of occur which is prohibited by applicable law or the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofterms hereof.

Permits and Approvals. Borrower Appropriate permits or approvals from the FDIC, the Superintendent, the FRB and/or any other governmental agencies which are necessary to carry out the transactions contemplated in this Agreement, shall at have been received, the United States Department of Justice shall not have taken any adverse action within the period allowed under 12 U.S.C. Section 1828(c)(6), and all times cause Operatorother statutory or regulatory requirements for the valid completion of the transactions contemplated hereby shall have been satisfied by December 31, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, 1996. Said permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectivelyshall include, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals but shall not be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the following: (i) prior written approval of HUD. In from the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, Superintendent pursuant to the assigned HUD personnel California Financial Code and Lender copies of any the Federal Deposit Insurance Corporation pursuant to 12 U.S.C. Section 1828(c)(2) and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of FRB pursuant to the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, BHC Act; (ii) to the extent required by applicable Rule, all Consents of any Governmental Entity, including, without limitation, those of the Permits FRB, the FDIC and Approvals are to be terminatedthe Superintendent, limited in any wayshall have been obtained, granted or not renewedwaived for organization of Monarch Merger Corporation and the Merger, and all applicable waiting periods under all rules shall have expired. (iii) all approvals and/or permits necessary for the Private Placement Offering described in Section 5.18 and any civil money penalty relating other necessary regulatory approvals and the issuance of approvals or assurances from the FDIC, the Superintendent, the FRB and any other necessary Governmental Entity having authority over the Merger that the approval of the Merger will be forthcoming that are satisfactory to the Project is being imposed with respect Company, that would allow the Company to commence the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent marketing of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared private placement offering by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not Company to complete the Merger as described in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofthis Agreement.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower's Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD.HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s Borrower's attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of XxxxxxxxBorrower, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Previous versions obsolete Page 18 of 35 form HUD-92466-0RCF (Rev. 03/13) (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Borrower Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s 's receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ ' communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “"G” " level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.. Previous versions obsolete Page 19 of 35 form HUD-92466-0RCF (Rev. 03/13)

Permits and Approvals. Borrower shall at all times cause OperatorDuring the Permitting Period, Buyer, or any lessee Buyer’s employees, agents, invitees, consultants and/or contractors, shall seek to obtain (or management agentto determine that it will, as applicableand when needed, be able to maintain in full force obtain) any and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits the Land Use Approvals necessary for the development and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation construction of the Project for Property as a multifamily residential community consistent with the Approved Use Development Description (collectively, the “Permits and ApprovalsBuyer’s Intended Use”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, Notwithstanding anything herein to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. Howevercontrary, in the event of either a monetary or other default under this Agreementthat Xxxxx concludes that it will be unable, despite its diligent efforts, to obtain all such Land Use Approvals by the Note, the Borrower Security Instrument, or any end of the other Loan DocumentsPermitting Period, Buyer may extend the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, Permitting Period by thirty (30) days (per extension) as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees many as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, times by providing written notice thereof to Seller (with a copy to Escrow Agent) on or before ten (10) days prior to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent expiration of the Project is or Permitting Period, as same may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lenderextended, simultaneously with delivery thereof such notice depositing an additional (each, an “Extension Deposit”) with Escrow Agent for each extension period exercised by Buyer (which Extension Deposit(s) shall be applied to any Governmental Authoritythe Purchase Price at Closing, any and all responses given by or on behalf of Borrower but shall be nonrefundable. Unless Buyer provides written notice to any Seller (the “Waiver Notice”) prior to the end of the foregoing Permitting Period (as the same may have been extended by Buyer as herein provided) that it has obtained all such permits and governmental and third-party approvals (or has otherwise determined, in Buyer’s sole discretion, that it will be able to obtain any other necessary but unobtained permit and/or approval as and when needed), this Agreement shall provide to HUD and Lender, promptly upon request, such other information regarding any automatically terminate as of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, end of the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7Permitting Period, as same may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposedhave been previously extended, and the timelines Escrow Agent, without the need for corrective actions. Thenany further instruction from either Seller or Buyer, unless otherwise requested by HUD or Lender, shall refund the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees Xxxxxxx Money to take or refrain from taking any actionBuyer, and HUDshall disburse any Extension Deposit to Seller, Lender and their respective agents, representatives and designees after which the parties shall have no liability further obligations to each other, except for any those obligations that are stated to survive expiration or termination of this Agreement. Upon Xxxxx’s timely delivery of the Waiver Notice to Seller, the Xxxxxxx Money shall become non-refundable to Buyer except in the event of Seller default, or the failure to act thereon or occur of a “Condition Precedent,” as a result thereofhereafter defined, and Buyer’s obligation to close shall not be conditioned upon obtaining the Land Use Approvals.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as XxxxxxxxBxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of XxxxxxxxBxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Previous versions obsolete Page 19 of 32 form HUD-92466-ORCF (06/2014) (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower The implementation and Operation of the West Haymarket Project, the BNSF Work, the Rights of Entry Work and related activities will require certain federal, state, Lower Platte South Natural Resources District, City of Lincoln and other governing jurisdiction review, waivers, variances, agreements, permits, conditional approvals, and approvals (e.g., Section 106 of the National Historic Preservation Act (NHPA) review, Section 404 wetland permit(s), levy protection letter(s), floodplain management and fill permit(s), NPDES permit(s), grading and land disturbance permit(s), mandatory and voluntary environmental and hazardous waste and material clean-up and mitigation, zoning, subdivision, historic place/district and land use permit(s), and building permit(s)) (collectively "Governmental Approvals"). City will be the lead party responsible to secure all Governmental Approvals, except for the NPDES Approval and the STB Notification and STB Approval, and shall also be responsible to pay the costs to implement any required condition or term of the Governmental Approvals and to pay any related soft costs (engineering, design, application, processing and publishing costs) necessary to secure the Governmental Approvals; provided that BNSF shall have the right to participate in the process for obtaining any Government Approvals, and to approve in advance any conditions or other requirements. BNSF shall reasonably cooperate with City in obtaining the Governmental Approvals, including signing applications as landowner when applicable and necessary, subject to BNSF's approval of any such applications, in its sole discretion. If the required applicant of the Governmental Approvals must be the interim property owner, the Parties agree to transfer and assign at Closing to the new property owner the pending application and/or Governmental Approvals, including resulting benefits and liabilities associated with the Governmental Approvals. In addition, BNSF, at its own cost and expense, will (i) obtain the NPDES permit(s) for the BNSF Work (the "NPDES Approval"), and (ii) make any necessary filings to the Surface Transportation Board ("STB") necessary in connection with the 2010 BNSF Work and related BNSF's operations ("STB Notification"). The Timeline provides that City will acquire all times cause Operatorproperty from all existing shippers that may otherwise have been impacted by the West Haymarket Project prior to the removal of any infrastructure and/or conveyance of property required for service to any such shippers. Therefore, according to the Timeline, rail service to shippers will not be impacted by the BNSF Work, the conveyance of any Transferred BNSF Property, or any lessee or management agentother activities of BNSF. Consequently, as applicablethe Parties do not anticipate that any STB approval will be necessary. Should rail service to any shippers be impacted by the West Haymarket Project, BNSF shall use commercially reasonable efforts to maintain in full force obtain any and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits necessary abandonment approvals and other approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project (if any) for the Approved Use BNSF Work and Land Exchange (collectively, the “Permits and Approvals”collectively "STB Approval"). Without the prior written consent of HUD, none of the Permits and Approvals shall City will be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to responsible for any licensing or certification authority)costs associated with any STB Approval. Borrower shall ensure that the Healthcare Facility and the Project are at all times operated Nothing in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Master Agreement, the Note, the Borrower Security InstrumentC&M Agreement, or the Exchange Agreement shall be deemed a submission by BNSF to the jurisdiction of any state or local body or a waiver of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment preemptive effect of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination state or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereoffederal law.

Permits and Approvals. Borrower shall at (a) As used herein, "Approved Use" means the use of the Project for the operation of the Healthcare Facility as a(n) [Insert type of facility] with licensed [beds/units], [of which not less than (b) As used herein, "Permits and Approvals" means and includes all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and ApprovalsUse. The security interest Operator’s Security Agreement and UCC financing statements referred to in Section 27 below [20] hereof shall constitute, to the extent permitted by law, a second first lien upon all of the Operator's rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the NoteBorrower’s Regulatory Agreement, any other regulatory agreement made for the Borrower Security Instrumentbenefit of HUD relating to the Project, or any of note or security instrument with respect to the other Loan DocumentsProject that is insured or held by HUD, the Borrower Operator shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseUse including, as determined by HUD, the necessary conveyance, assignment or transfer of Permits and Approvals. For the intents and purposes herein, Borrower Operator hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as XxxxxxxxOperator’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, to the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Operator, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall Operator will not alteralter or terminate, terminate or relinquish or suffer or permit the alteration, alteration or termination or relinquishment of any Permits and Approvals Permit or Approval that is issued or held in the name of Operator without the prior written approval consent of HUD. In the event that any such alteration, alteration or termination or relinquishment is proposed, upon learning of such proposed alterationalteration or termination, termination or relinquishment, Borrower shall Operator will advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (c) Except as otherwise provided below or in Program Obligationsbelow, Borrower Operator shall electronically deliver deliver, within two three (23) Business Days after BorrowerOperator’s receipt thereof, to the assigned HUD personnel and Lender Lender, copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower Operator from any Governmental Authority that includes any statement, finding or assertion that (i) BorrowerOperator (or any Operator principal, Operatorofficer, director or employee), any management agent, the Project Healthcare Facility, or any lessee or management agent portion of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable theretoto the operation of the Healthcare Facility, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) BorrowerOperator (or any Operator principal, Operatorofficer, director or employee), any management agent, the Project Healthcare Facility, or any lessee or management agent portion of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower Operator shall also deliver to the Project’s HUD-assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower Operator to any of the foregoing and shall provide to the HUD personnel and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most wherein all cited violations are less severe citation than a “g” level, or its equivalent, and, collectively, do not result in an imposition of remedy level is at the “G” level greater than CMS Remedy Category 1, or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency). The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof. (d) Operator shall at all times maintain in full force and effect the Permits and Approvals. Without the prior written consent of HUD, Operator shall not convey, assign, encumber, transfer or alienate from the Project any of the Permits or Approvals. Operator shall ensure that the Healthcare Facility is at all times operated in accordance with the requirements of the Permits and Approvals, and that none of the Permits and Approvals is placed at risk of suspension, revocation, rescission, termination or limitation, as evidenced by, without limitation, any communication from regulatory or funding entities so indicating. (e) Without limiting the generality of any other provision of this Agreement, within three (3) Business Days after written request by HUD, Operator shall deliver to HUD any financial or operational reports, or other information relating to the performance of the Healthcare Facility that HUD, in its discretion, deems relevant to risk assessment, including without limitation any Medicare or Medicaid cost reports. To the extent such reports or other information indicate, in HUD’s determination, that mitigating action is necessary in order to preserve the Permits and Approvals or otherwise to provide for operation of the Healthcare Facility in accordance with Program Obligations, Operator shall take such mitigating action immediately.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s SecurityBorrower Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Llicensed Nnursing Ffacility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. a. The Borrower shall at all times cause Operatorany lessee, operator, or any lessee or management agent, agent (as applicable, ) to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary required to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUD, none of the Permits and or Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority)Project. The Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . b. The security interest agreement and UCC financing statements referred to in Section 27 paragraph [27] below shall constitute, to the extent permitted by law, a second first lien upon all of the Borrower' rights, titles and interests of Borrowerinterest, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreementagreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective its successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-in- fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Usenecessary, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxxthe Borrower, its successors or assigns, required by any governmental entity exercising jurisdiction over the Project, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over necessary to continue to operate the Project. Healthcare Facility and the Project for the Approved Use. c. The Borrower shall will not alter, terminate or relinquish or suffer or permit the alterationalteration of, termination any Permit or relinquishment of any Permits and Approvals Approval, without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment alteration is proposed, upon learning of such proposed alteration, termination or relinquishment, the Borrower shall will advise HUD and Lender promptly. The Borrower shall will insert the foregoing requirements into any Borrower-Operator Agreement operating lease for the Project. Except as otherwise provided below or in Program Obligations, . d. The Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and the Lender electronically, within 48 hours after receipt thereof, copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by the Borrower from any Governmental Authority governmental authority that includes any statement, finding or assertion that (i) the Borrower, Operatorany operator, the Project or any lessee or lessee, management agent of or the Project is or may be in violation of (or default under) any of the Permits and or Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and or Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facilityor may be imposed, or (iv) the Borrower, Operatorany operator, the Project or any lessee or lessee, any management agent of or the Project is subject to any governmental investigation or inquiry involving fraud. The Borrower shall deliver to the assigned HUD personnel and the Lender, simultaneously with delivery thereof to any Governmental Authoritygovernmental authority, any and all responses given by or on behalf of the Borrower to any of the foregoing and shall provide to HUD and the Lender, promptly upon request, such other information regarding any of the foregoing as HUD or the Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most wherein all cited violations are less severe citation level is at the than a “Gg” level level, or its equivalent equivalent, and, collectively, do not result in an imposition of remedy level greater than CMS Remedy Category 1, or its equivalent, (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency). The receipt by HUD the Project’s Account Executive and/or the Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take (or refrain from taking taking) any action, and HUD, the Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 28 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) BorrowerBorroweror the Project, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) BorrowerBorrower or the Project, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof. Borrower shall inform HUD within two (2) business days of any finding of, or communication by, an Accrediting Organization (AO), the Center for Medicare and Medicaid Services (CMS), or State survey organization, that indicates potential jeopardization of the Borrower’s ability to meet the CMS Conditions of Participation and thus the ability to bill government-sponsored payors for any healthcare services it provides. Within 30 days of receiving such a finding or communication, the Board of the Borrower shall submit to HUD a plan of action to remedy said finding.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the {1020/124/00093614.2} Previous versions obsolete Page 18 of 36 form HUD-92466-ORCF (Rev. 06/2014) continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, {1020/124/00093614.2} Previous versions obsolete Page 19 of 36 form HUD-92466-ORCF (Rev. 06/2014) correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as XxxxxxxxBxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of XxxxxxxxBxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Previous versions obsolete Page 18 of 35 form HUD-92466-ORCF (06/2014) (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.. Previous versions obsolete Page 19 of 35 form HUD-92466-ORCF (06/2014)

Permits and Approvals. No material Governmental Approvals or other material consents or approvals are required in connection with (a) the participation by the Borrower shall at or the General Partner in the transactions contemplated by this Agreement and the other Basic Documents, (b) the construction, use, ownership or operation of the Project in accordance with the applicable provisions of the Basic Documents and in compliance with all times cause OperatorRequirements of Law, (c) the validity and enforceability of the Basic Documents, (d) the transportation of Fuel to the Facility and the use of the Fuel for operation of the Facility or any lessee or management agent(e) the grant by the Borrower and the General Partner of the Liens created pursuant to the Collateral Security Documents and the validity and enforceability thereof and the perfection of and the exercise by the Agent of its rights and remedies thereunder, as applicableexcept for the permits, to maintain Governmental Approvals and other consents and approvals set forth on Schedule 2, all of which have been obtained and are in full force and effecteffect and not subject to appeal or judicial governmental or other review, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUDSchedule 5, none of which are obtainable prior to the Permits Term Loan Conversion Date, but all of which are obtainable in the ordinary course of the Borrower's business as and Approvals shall when required. The foregoing representation is made to the best knowledge after due inquiry of the Borrower only with respect to the consents and approvals which are required to be conveyed, assigned, encumbered, transferred or alienated from obtained by any Participant (other than the Healthcare Facility or Borrower and the Project (nor shall they be relinquished to any licensing or certification authorityGeneral Partner). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary No Governmental Approval or other default under this Agreement, the Note, the Borrower Security Instrument, consent or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or approval is required to permit the continued operation commencement of construction on the Healthcare Facility Site, except for the Approved Usepermits and other consents and approvals required to be obtained by the Turnkey Contractor pursuant to the Turnkey Contract. For the intents and purposes herein, The Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest has no reason to do all things believe that any Governmental Approval referred to in Schedule 5 cannot or will not be obtained or made in the normal course of business as and when required, except for any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited toGovernmental Approval, the power and authority failure to provide any and all information and data, pay such fees as may obtain which could not reasonably be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, expected to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrowerhave a material adverse effect on the business, Operatoroperations, the Project property condition (financial or any lessee otherwise) or management agent prospects of the Project is Borrower or may be in violation of (the rights or default under) any interests of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) materially adversely affect the ability of the Borrower to perform its obligations under the Basic Documents to which it is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereofparty.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility Hospital or to fund the operation of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility Hospital and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 30 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower’s Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved UseHospital. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility Hospital and the Project for the Approved UseProject, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of Xxxxxxxx, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. . (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project] is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare FacilityHospital, or (iv) Borrower, Operator, [or the Project or any lessee or management agent of the Project Project] is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ communications relating solely to licensed nursing facility surveys where the most severe citation level is at the “G” level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives representatives, or designees to take or refrain from taking any action, and HUD, Lender Lender, and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.

Permits and Approvals. (a) Borrower shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreements, licenses, permits and approvals reasonably necessary to operate the Healthcare Facility or to fund the operation of the Project for the Approved Use (collectively, the “"Permits and Approvals”"). Without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are at all times operated in accordance with the requirements of the Permits and Approvals. . (b) The security interest referred to in Section 27 below shall constitute, to the extent permitted by law, a second first lien upon all of the rights, titles and interests of Borrower, if any, in the Permits and Approvals, subject only to the rights of First Lender under the First Mortgage Documents. However, in the event of either a monetary or other default under this Agreement, the Note, the Borrower Borrower's Security Instrument, or any of the other Loan Documents, the Borrower shall cooperate in any legal and lawful manner necessary or required to permit the continued operation of the Healthcare Facility for the Approved Use. For the intents and purposes herein, Borrower hereby irrevocably nominates and appoints Lender and HUD.HUD, their respective successors and assigns, each in its own capacity, as Xxxxxxxx’s Bxxxxxxx's attorney-in-fact coupled with an interest to do all things that any such attorney-in-fact deems to be necessary or appropriate in order to facilitate the continued operation of the Healthcare Facility and the Project for the Approved Use, including but not limited to, the power and authority to provide any and all information and data, pay such fees as may be required, and execute and sign in the name of XxxxxxxxBorrower, its successors or assigns, any and all documents, as may be required by any Governmental Authority exercising jurisdiction over the Project. Previous versions obsolete Page 18 of 35 form HUD-92466-0RCF (Rev. 03/13) (c) Borrower shall not alter, terminate or relinquish or suffer or permit the alteration, termination or relinquishment of any Permits and Approvals without the prior written approval of HUD. In the event that any such alteration, termination or relinquishment is proposed, upon learning of such proposed alteration, termination or relinquishment, Borrower shall advise HUD and Lender promptly. Borrower shall insert the foregoing requirements into any Borrower-Borrower Operator Agreement for the Project. . (d) Except as otherwise provided below or in Program Obligations, Borrower shall electronically deliver within two (2) Business Days after Borrower’s 's receipt thereof, to the assigned HUD personnel and Lender copies of any and all notices, reports, surveys and other correspondence (regardless of form) received by Borrower from any Governmental Authority that includes any statement, finding or assertion that (i) Borrower, Operator, the Project or any lessee or management agent of the Project is or may be in violation of (or default under) any of the Permits and Approvals or any governmental requirements applicable thereto, (ii) any of the Permits and Approvals are to be terminated, limited in any way, or not renewed, (iii) any civil money penalty relating to the Project is being imposed with respect to the Healthcare Facility, or (iv) Borrower, Operator, the Project or any lessee or management agent of the Project is subject to any governmental investigation or inquiry involving fraud. Borrower shall deliver to the assigned HUD personnel and Lender, simultaneously with delivery thereof to any Governmental Authority, any and all responses given by or on behalf of Borrower to any of the foregoing and shall provide to HUD and Lender, promptly upon request, such other information regarding any of the foregoing as HUD or Lender may request. Unless otherwise requested by HUD, the reporting requirement of this provision shall not encompass regulators’ ' communications relating solely to licensed nursing facility Licensed Nursing Facility surveys where the most severe citation level is at the “"G” " level or its equivalent (pursuant to CMS State Operations Manual, Chapter 7, as may hereafter be edited or updated, or any successor guidance) unless a citation at such level is either (i) unresolved from the two most recent consecutive prior surveys, or (ii) is a repeat violation having the same citation number. Moreover, unless otherwise requested by HUD or Lender, the initial communication from the Operator pursuant to this paragraph shall be a notice by email to the Lender describing the conduct cited, the scope and duration of remedy(ies) imposed, and the timelines for corrective actions. Then, unless otherwise requested by HUD or Lender, the next communication from the Operator shall be notification that the citations have been cleared by the issuing regulatory agency. The receipt by HUD and/or Lender of notices, reports, surveys, correspondence and other information shall not in any way impose any obligation or liability on HUD, the Lender or their respective agents, representatives or designees to take or refrain from taking any action, and HUD, Lender and their respective agents, representatives and designees shall have no liability for any failure to act thereon or as a result thereof.. Previous versions obsolete Page 19 of 35 form HUD-92466-0RCF (Rev. 03/13)