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. 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. 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 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. 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 Tenant shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effecteffect all certifications or permissions required by any authority having jurisdiction to authorize, franchise or regulate Tenant’s use of the Premises and/or Tenant’s Rooftop Equipment (as hereinafter defined), and in any event shall not undertake any operations or use of Tenant’s Rooftop Equipment unless all appropriate certificates of need, bed authority, provider agreements, licenses, applicable 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”)are in place. Without the prior written consent of HUD, none of the Permits and Approvals Tenant 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 solely responsible for procuring and the Project are complying 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 necessary permits and dataapprovals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation, pay such fees as may be requiredtransportation, storage, handling, use 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 disposal of any Permits and Approvals without chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste or animals or laboratory specimens. Within ten (10) business days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during 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. MoreoverLease Term, unless otherwise requested by HUD any mortgagee of Landlord or Lenderunless Landlord reasonably suspects that Tenant has violated the provisions of this Section 11.13, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any warnings or violations relative to the above received from any federal, State or Municipal agency or by any court of law and shall promptly cure the conditions causing any such violations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the initial communication Building and the Project from any liability, costs, damages or expenses arising in connection with such alleged violation and failure to cure (provided that Landlord may waive such requirement at the Operator pursuant time of any such contest if Tenant demonstrates adequate creditworthiness as determined in Landlord’s reasonable discretion), (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that its appeal of such violation is overruled or rejected, and (v) Tenant’s decision to delay such cure shall not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury, property damage, or any civil or criminal liability to Landlord, any tenant or occupant of the Project. Nothing contained in this paragraph Section 11.13 shall be a notice by email construed to expand the Lender describing uses permitted hereunder beyond 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 thereofPermitted Uses.

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) Tenant shall at all times cause Operator, or any lessee or management agent, as applicable, to maintain in full force and effect, effect all appropriate certificates of need, bed authority, provider agreements, licenses, permits, certifications or permissions required by any authority having jurisdiction to authorize, franchise or regulate Tenant’s use of the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits and approvals reasonably necessary directly or indirectly relating or incident to operate the Healthcare Facility or to fund conduct of its activities on the operation Premises. Within ten (10) days of the Project for the Approved Use (collectivelya request by Landlord, the “Permits and Approvals”). Without the prior written consent of HUD, none of the Permits and Approvals which request shall be conveyed, assigned, encumbered, transferred or alienated from made not more than once during each period of twelve (12) consecutive months during 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. MoreoverLease Term, unless otherwise requested by HUD any mortgagee of Landlord or Lenderunless Landlord reasonably suspects that Tenant has violated the provisions of this Section 11.12, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly cure the conditions causing any warnings or violations relative to the above received from any federal, state or municipal agency or by any court of law. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the initial communication Building and the Project from any liability, costs, damages or expenses arising in connection with such alleged violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the Operator pursuant event that its appeal of such violation is overruled or rejected, and (v) Tenant’s decision to delay such cure shall not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury, property damage, or any civil or criminal liability to Landlord, any tenant or occupant of the Project. Nothing contained in this paragraph Section 11.12 shall be a notice by email construed to expand the Lender describing uses permitted hereunder beyond 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 thereofPermitted Uses.

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. 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. 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. Borrower shall Tenant shall, at its sole cost and expense, obtain and at all times cause Operatormaintain all licenses, approvals, and permits required for the lawful conduct of the business operations of Tenant in the Premises, including any and all permits and approvals required for or incident to the conduct of its scientific activities in the Premises, or any lessee the transportation, storage, handling, use and disposal of Hazardous Materials, chemical or management agentbiological substances or organisms, as applicableanimals, to maintain in full force and effectand/or laboratory specimens. Upon request of Landlord from time-to-time, all appropriate certificates Tenant shall provide copies of need, bed authority, provider agreements, such licenses, permits and approvals reasonably necessary to operate Landlord. Landlord will exercise commercially reasonable efforts to cooperate with the Healthcare Facility efforts of Tenant to obtain and maintain such licenses, permits or to fund approvals; provided, however, Tenant shall reimburse Landlord for all commercially reasonable actual documented out-of-pocket costs and expenses incurred by Landlord in connection therewith. Immediately upon receipt, Tenant shall provide Landlord with copies of any notices or other communications concerning the operation termination or expiration of any such permits, licenses or approvals, or concerning or alleging a violation or alleged violation by Tenant of any Requirements. In no event shall Tenant seek any amendments or modifications to, or variances or special use permits under, the Zoning Code of the Project for the Approved Use (collectively, the “Permits and Approvals”). Without City of Boston without the prior written consent of HUD, none of the Permits and Approvals shall be conveyed, assigned, encumbered, transferred or alienated [***] Certain information in this document has been omitted 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 exhibit because it 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 both (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 not material and Approvals or any governmental requirements applicable thereto, (ii) any of would be competitively harmful if publicly disclosed. Landlord in each instance; provided, however, Landlord hereby consents to Tenant obtaining a conditional use permit to construct and operate the Permits and Approvals are to be terminatedVivarium (as hereinafter defined), limited in any way, or not renewed, (iii) any civil money penalty relating subject to the Project is being imposed with respect to review and approval by Landlord of any conditions and requirements set forth in said conditional use permit which could impact or restrict the Healthcare Facility, Building and/or the Real Property after the expiration 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 termination of this provision shall Lease (which approval will 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 thereofunreasonably withheld).

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. 660 (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. Borrower 3.1. Tenant, at Tenant's sole cost and expense, shall at be responsible for obtaining all times cause Operatorpermits, or any lessee or management agent, as applicable, to maintain in full force and effect, all appropriate certificates of need, bed authority, provider agreementscertificates, licenses, permits and other approvals reasonably as are necessary to operate for the Healthcare Facility or to fund the operation construction of the Project for Improvements from the Approved Use (collectively, Township and any other governmental authorities with jurisdiction over the “Permits and Approvals”). Without the prior written consent of HUD, none construction of the Permits Improvements, (the "Regulatory Approvals") and Approvals shall be conveyeddiligently prosecute obtaining such permits, assignedcertificates, encumberedlicenses, transferred or alienated from the Healthcare Facility or the Project (nor shall they be relinquished and other approvals. Landlord agrees to any licensing or certification authority). Borrower shall ensure that the Healthcare Facility and the Project are cooperate with Tenant, at all times operated in accordance with the requirements of the Permits and Approvals. The security interest referred no cost to in Section 27 below shall constituteLandlord, 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 obtain such permits 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 shall execute such applications, consents, agreements 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, instruments as may hereafter be edited requested by the Governmental Authorities in order to obtain such Regulatory Approvals. If in connection with the issuance of any such Regulatory Approvals, any Governmental Authorities requests or updatedrequires material changes to the Improvements from the concepts depicted on the Construction Plans, such material changes shall require the approval of Landlord, which approval shall not be unreasonably conditioned, and shall only be denied if such changes materially and adversely affect the use or operation of the Premises, and in any event shall be granted or denied within ten (10) days following submission, and any resubmission, of the requested changes to Landlord. Time shall be of the essence of all time periods in this paragraph, and if Landlord fails to notify Tenant of Landlord's specific reasonable objection to such changes or any successor guidance) unless a citation at such level is either (i) unresolved from revision thereto, within the two most recent consecutive prior surveysapplicable time period, 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 Landlord shall be a notice by email deemed to have approved such changes 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 thereofConstruction Plans.

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 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 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.