Common use of Representations and Warranties of Landlord Clause in Contracts

Representations and Warranties of Landlord. (a) Landlord is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority; (i) to enter into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by Landlord has been duly authorized by all necessary corporate action of Landlord. This Agreement, and each of the other documents to be executed and delivered by Landlord pursuant to this Agreement, have been duly executed and delivered by Landlord, and are the valid and binding obligations of Landlord, enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement, and the other documents to be executed, delivered and performed by Landlord pursuant to this Agreement, will not: (i) conflict with or violate any provision of Landlord’s charter, bylaws or any law, ordinance or regulation, or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Landlord; or (ii) result in any breach of, or default under, or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against Landlord. (c) Landlord is not required to obtain the approval, consent or waiver of any other person or entity for the execution, delivery or performance of this Agreement. (d) All of the information contained in the representations and warranties of Landlord set forth in this Agreement, or in any of the documents delivered or to be delivered herewith or after the execution hereof as set forth in any provision of this Agreement, is true, accurate and complete.

Representations and Warranties of Landlord. (a) Landlord is a limited partnership corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority; (i) to enter into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by Landlord has have been duly authorized by all necessary corporate action of Landlord. This Agreement, and each of the other documents to be executed and delivered by Landlord pursuant to this Agreement, have been duly executed and delivered by Landlord, and are the valid and binding obligations of Landlord, enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement, and the other documents to be executed, delivered and performed by Landlord pursuant to this Agreement, will not: (i) conflict with or violate any provision of Landlord’s charter, bylaws or any law, ordinance or regulation, or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Landlord; or (ii) result in any breach of, or default under, or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against Landlord. (c) Landlord is not required to obtain the approval, consent or waiver of any other person or entity for the execution, delivery or performance of this Agreement. (d) All of the information contained in the representations and warranties of Landlord set forth in this Agreement, or in any of the documents delivered or to be delivered herewith or after the execution hereof as set forth in any provision of this Agreement, is true, accurate and complete.

Representations and Warranties of Landlord. Landlord hereby represents and warrants to Tenant, as of the date of this Lease and the Closing Date, as follows: DRAFT (a) Landlord is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority; (i) authority and possesses all material governmental Permits necessary to enter into this Agreement; enable it to own, license, possess, lease or otherwise hold its properties and (ii) assets and to carry out on the other transactions Business and agreements contemplated by this Agreementto operate Facility as presently conducted. (b) Landlord has the full right, power and authority to execute this Lease and to consummate the sale of the Transferred Assets and the other transactions contemplated by this Lease. The Persons executing this Lease on behalf of Landlord are authorized to do so. Xxxxxxxx has duly executed and delivered this Lease, and this Lease constitutes the legal, valid and binding obligation of Landlord, enforceable against it in accordance with its terms. The execution and delivery by Landlord of this Lease and the other documents contemplated hereby do not, and the consummation of transactions contemplated by this Lease and compliance by Landlord with the terms hereof, do not, and will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or result in the creation of any lien or encumbrance upon any of the assets or properties of Landlord under, any provision of: (i) any Contract to which Landlord is a party or by which any of its assets or properties is bound; or (ii) any judgment, writ, order or decree or Law that is applicable to Landlord or its assets or properties. Except as provided in Schedule 25(b), no Consent of, or registration, declaration or filing with: (i) any Governmental Authority; or (ii) any other Person, is required to be obtained or made by or with respect to Landlord, in connection with the execution, delivery and performance of this Agreement by Landlord has been duly authorized by all necessary corporate action of Landlord. This Agreement, and each Lease or the consummation of the other documents to be executed and delivered by Landlord pursuant to this Agreement, transactions contemplated hereby (“Prior Approvals”). All of the Prior Approvals have been duly executed and delivered obtained by Landlord, and are the valid and binding obligations of Landlord, enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement, and the other documents to be executed, delivered and performed by Landlord pursuant to this Agreement, will not: (i) conflict with or violate any provision of Landlord’s charter, bylaws or any law, ordinance or regulation, or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Landlord; or (ii) result in any breach of, or default under, or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against Landlord. (c) Landlord is not Except as set forth on Schedule 25(c) attached hereto, there are no Permits necessary or required to obtain own, operate or use Facility or to operate the approval, consent Business (“Required Permits”). Landlord has a current certificate of occupancy and it and/or Landlord’s agents have all the other Required Permits necessary or waiver of any other person or entity required for the executionownership and operation of Facility and the Business. All Required Permits are in full force and effect and, delivery to the knowledge of Landlord, are not subject to any claim, default, condition, sanction or performance penalty. Landlord has delivered to Tenant true, correct and complete copies of this Agreementthe most recent Required Permits necessary or required for the ownership and operation of Facility and the Business. (d) All Landlord has title to all Transferred Assets, free and clear of Liens, except as provided on Schedule 25(d). No Person has the information contained in the representations and warranties of Landlord set forth in this Agreement, right to purchase all or in any of the documents delivered Transferred Assets. (e) Except as described on Schedule 25(e) attached hereto, there are no deficiencies described in any survey of Facility conducted by any Governmental Authority that have not been corrected or to be delivered herewith or after the execution hereof otherwise remedied. DRAFT (f) Except as set forth in Schedule 25(f) attached hereto, as of the date hereof, there are no actions, suits, material labor disputes or arbitrations, legal or administrative proceedings or investigations pending against Landlord in connection with or relating to the Business or Facility, and to the knowledge of Landlord, no actions, suits, material labor disputes or arbitrations, legal or administrative proceedings or investigations are contemplated or threatened against Landlord in connection with or relating to the Business or Facility, nor is any provision basis known by Landlord to exist for any such action or for any governmental investigations relating to the Business or Facility. Except as set forth on Schedule 25(f), there are no pending actions against Landlord or relating to Facility, the Transferred Assets or the Business and no such actions have been commenced within the last three (3) years. (g) Except as provided in Schedule 25(g), to the knowledge of Landlord, Landlord has substantially complied with each, and is not in violation of any, Laws to which it or Facility or the Business is subject, and has not failed to obtain any Permit, or other governmental authorization or inspection necessary to the ownership or use of its assets or to the conduct of the Business, including, the Federal Medicare and Medicaid Statutes, including 42 U.S.C. sect. 1395, 1320a-7, 1320a-7(a) and 1230a-7(b). Landlord has not received any written notice of any violations of any Law, nor does Landlord have knowledge of any such violations relating to violations of state licensing requirements for operation of Facility as nursing facilities, safety, handicapped accessibility, ADA, health, environmental, fire, zoning or subdivision laws, ordinances, codes and regulations. (h) Attached as Schedule 25(h) is a complete and accurate schedule of all the Residents at Facility as of the date set forth in the Schedule. Included on Schedule 25(h) is a list of all Resident Agreements, copies of which have previously been made available to Tenant, as of the date hereof. Xxxxxxxx has not accepted any advance payment of more than thirty (30) days from any Resident. (i) Attached as Schedule 25(i) is a copy of the statement of income and cash flows of Facility for the fiscal year ended December 31, 2012, and the statement of income and cash flows of Facility. (i) The Financial Statements have been prepared, in all material respects, on a basis of accounting described therein, consistently applied, and reflect the financial condition, results of operations and cash flows of Landlord as of the respective dates thereof and for the respective periods indicated. Since December 31, 2012, there have been no changes in Landlord’s methods of accounting for tax or financial statement purposes. Other than as set forth in the Financial Statements or arising in the ordinary course of business since such date, there are no other material Obligations of Landlord. (ii) Since December 31, 2012, to the date of this AgreementLease, Landlord has caused the Business to be conducted in the ordinary course and in substantially the same manner as previously conducted. DRAFT (j) In connection with Facility and the Business, Landlord and each employee or individual or entity furnishing healthcare related services under arrangement (collectively, “Health Care Providers”), to the extent required, is, to the knowledge of Landlord, licensed under the applicable Laws of the Commonwealth of Pennsylvania and, to the knowledge of Landlord, each Health Care Provider has complied with all Laws, relating to the rendering of health care services. To the knowledge of Landlord, no Health Care Provider has: (i) had his or her professional license, Drug Enforcement Agency number or Medicare or Medicaid provider status, or participation in any other healthcare plan of a third-party payor suspended, relinquished, terminated or revoked; (ii) been reprimanded, sanctioned or disciplined by any licensing board or any Federal, state or local society, agency, regulatory body, Governmental Authority, hospital, third-party payor or specialty board; (iii) had a final judgment or settlement entered against him or her in connection with a malpractice or similar action; or (iv) has engaged in, undertaken or accused, charged or convicted of criminal conduct or act. (k) To the knowledge of Landlord, neither Landlord nor any of its respective employees or agents has offered, paid, or agreed to pay to any Person, including any governmental official, or solicited, received or agreed to receive from any such Person, directly or indirectly, any money or anything of value for the purpose or with the intent of obtaining or maintaining business for Landlord or any Affiliate or otherwise affecting the Business, operations, prospects, properties, or condition (financial or otherwise) of Landlord, and which is trueor was in violation of any Laws, or not properly and correctly recorded or disclosed on the books and records of Landlord. (l) To the knowledge of Landlord, Landlord is in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, compensation, wages and hours, health and safety, labor relations and plant closings, including all applicable foreign laws, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Equal Pay Act, the Fair Labor Standards Act, the National Labor Relations Act, Occupational Safety and Health Act, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, and the Public Health Service Act. (m) In connection with Facility, Landlord participates in the Medicare and Medicaid Programs (“Programs”). A list and copies of its existing Medicare and Medicaid contracts and reimbursement agreements and all business and provider numbers pertaining to Landlord or, if such Contracts do not exist, other documentation evidencing such participation (collectively, “Program Agreements”) are set forth on Schedule 25(m) attached hereto. Under the Programs, two hundred forty (240) beds are certified for participation in Medicare and, two hundred forty (240) beds are certified for participation in Medicaid. Landlord has not taken any action or failed to take any action which would result in the reduction of the number of beds that are certified for participation in Medicare or Medicaid. To the knowledge of Landlord and, except as identified in surveys of Facility by applicable licensing authorities attached hereto as Schedule 25(m), Landlord is in substantial compliance with all of the terms, conditions and provisions of the Program Agreements and the rules and policies respecting each Program Agreement and third- party payor Contracts, including all certification, billing, reimbursement and documentation requirements, and to the knowledge of Landlord, there is no threatened or pending revocation, suspension, termination, probation, restriction, limitation or non- renewal affecting any of Landlord’s Program Agreements or third-party payor Contracts. (n) Schedule 25(n) contains an accurate and completecomplete list and description of: (i) all of the Employee Benefit Plans which Landlord, or any Benefit Plan Affiliate, sponsors, maintains, participates in, contributes to or is required to contribute to, or proposes to sponsor, maintain, participate in, contribute to, or has or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of Landlord and/or its Benefit Plan Affiliates (referred to collectively as “Landlord Employee Benefit Plans” and individually as a “Landlord Employee Benefit Plan”); and (ii) all Obligations thereunder as of the Closing Date. “Employee Benefit Plan” means any employee benefit plan as defined in Section 27 of ERISA, without regard to any exceptions contained in ERISA which provide that an Employee Benefit Plan is not subject to the provisions of ERISA, any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code, “welfare benefit fund” within the meaning of Section 419 DRAFT of the Code, “qualified asset account” within the meaning of Section 419A of the Code, or “cafeteria plan” within the meaning of Section 125 of the Code, and any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, severance, vacation, deferred compensation, pensions, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, equity compensation, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, self insurance, death benefits, employee welfare or fringe benefits of any nature, including those benefiting retirees or former employees. “Benefit Plan Affiliate” means any entity, trade or business (whether or not incorporated) that is part of the same controlled group with, common control with, part of an affiliated service group with, or part of another arrangement that includes, Landlord or any Benefit Plan Affiliate within the meaning of Code Section 414(b), (c), (m) or (o). None of Landlord Employee Benefit Plans that is a pension plan within the meaning of ERISA is a Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). None of Landlord Employee Benefit Plans provides a self-insured benefit. None of Landlord Employee Benefit Plans promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, the Public Health Service Act, or comparable state statutes which provide for continuing health care coverage. With respect to Landlord Employee Benefit Plans, Landlord and each affiliate will have made, on or before the Closing Date, all payments (including premium payments with respect to insurance policies) required to be made by them on or before the Closing Date and will have accrued (in accordance with GAAP) as of the Closing Date all payments (including premium payments with respect to insurance policies) due but not yet payable as of the Closing Date. Except as set forth on Schedule 25(n), all of Landlord Employee Benefit Plans are, and have been, operated in compliance with their provisions and with all applicable Laws and the Code and the regulations and rulings thereunder and Landlord, its Benefit Plan Affiliates, and all fiduciaries of Landlord Employee Benefit Plans have complied in all material respects with the provisions of Landlord Employee Benefit Plans and with all applicable Laws including the Code and the regulations and rulings thereunder. There has been no termination or partial termination (including any termination or partial termination attributable to this transaction) of any of Landlord Employee Benefit Plans. Accurate and complete copies of all of Landlord Employee Benefit Plans have been provided to Tenant as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service (“IRS”) opinion or advisory letter issued with respect to a Landlord Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code. None of Landlord Employee Benefit Plans is subject to any minimum funding requirements including Title IV of ERISA or Code Section 412. There are no pending actions, claims or lawsuits that have been asserted or instituted against any of Landlord Employee Benefit Plans, the assets of any of the trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan (other than routine benefit claims), and, to the knowledge of Landlord, there are no facts which could form the basis for any such action, claim or lawsuit. There are no investigations or audits by any government agency of any of Landlord Employee Benefit Plans, any trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan that have been instituted or threatened and, to the knowledge of Landlord, there are no facts which could form the basis for any such investigation or audit.

Representations and Warranties of Landlord. Landlord hereby represents and warrants to Tenant, as of the date of this Lease and the Closing Date, as follows: (a) Landlord is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority; (i) authority and possesses all material governmental Permits necessary to enter into this Agreement; enable it to own, license, possess, lease or otherwise hold its properties and (ii) assets and to carry out on the other transactions Business and agreements contemplated by this Agreementto operate Facility as presently conducted. (b) Landlord has the full right, power and authority to execute this Lease and to consummate the sale of the Transferred Assets and the other transactions contemplated by this Lease. The Persons executing this Lease on behalf of Landlord are authorized to do so. Landlord has duly executed and delivered this Lease, and this Lease constitutes the legal, valid and binding obligation of Landlord, enforceable against it in accordance with its terms. The execution and delivery by Landlord of this Lease and the other documents contemplated hereby do not, and the consummation of transactions contemplated by this Lease and compliance by Landlord with the terms hereof, do not, and will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or result in the creation of any lien or encumbrance upon any of the assets or properties of Landlord under, any provision of: (i) any Contract to which Landlord is a party or by which any of its assets or properties is bound; or (ii) any judgment, writ, order or decree or Law that is applicable to Landlord or its assets or properties. Except as provided in Schedule 25(b), no Consent of, or registration, declaration or filing with: (i) any Governmental Authority; or (ii) any other Person, is required to be obtained or made by or with respect to Landlord, in connection with the execution, delivery and performance of this Agreement by Landlord has been duly authorized by all necessary corporate action of Landlord. This Agreement, and each Lease or the consummation of the other documents to be executed and delivered by Landlord pursuant to this Agreement, transactions contemplated hereby (“Prior Approvals”). All of the Prior Approvals have been duly executed and delivered obtained by Landlord, and are the valid and binding obligations of Landlord, enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement, and the other documents to be executed, delivered and performed by Landlord pursuant to this Agreement, will not: (i) conflict with or violate any provision of Landlord’s charter, bylaws or any law, ordinance or regulation, or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Landlord; or (ii) result in any breach of, or default under, or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against Landlord. (c) Landlord is not Except as set forth on Schedule 25(c) attached hereto, there are no Permits necessary or required to obtain own, operate or use Facility or to operate the approval, consent Business (“Required Permits”). Landlord has a current certificate of occupancy and it and/or Landlord’s agents have all the other Required Permits necessary or waiver of any other person or entity required for the executionownership and operation of Facility and the Business. All Required Permits are in full force and effect and, delivery to the knowledge of Landlord, are not subject to any claim, default, condition, sanction or performance penalty. Landlord has delivered to Tenant true, correct and complete copies of this Agreementthe most recent Required Permits necessary or required for the ownership and operation of Facility and the Business. (d) All Landlord has title to all Transferred Assets, free and clear of Liens, except as provided on Schedule 25(d). No Person has the information contained in the representations and warranties of Landlord set forth in this Agreement, right to purchase all or in any of the documents delivered Transferred Assets. (e) Except as described on Schedule 25(e) attached hereto, there are no deficiencies described in any survey of Facility conducted by any Governmental Authority that have not been corrected or to be delivered herewith or after the execution hereof otherwise remedied. (f) Except as set forth in Schedule 25(f) attached hereto, as of the date hereof, there are no actions, suits, material labor disputes or arbitrations, legal or administrative proceedings or investigations pending against Landlord in connection with or relating to the Business or Facility, and to the knowledge of Landlord, no actions, suits, material labor disputes or arbitrations, legal or administrative proceedings or investigations are contemplated or threatened against Landlord in connection with or relating to the Business or Facility, nor is any provision basis known by Landlord to exist for any such action or for any governmental investigations relating to the Business or Facility. Except as set forth on Schedule 25(f), there are no pending actions against Landlord or relating to Facility, the Transferred Assets or the Business and no such actions have been commenced within the last three (3) years. (g) Except as provided in Schedule 25(g), to the knowledge of Landlord, Landlord has substantially complied with each, and is not in violation of any, Laws to which it or Facility or the Business is subject, and has not failed to obtain any Permit, or other governmental authorization or inspection necessary to the ownership or use of its assets or to the conduct of the Business, including, the Federal Medicare and Medicaid Statutes, including 42 U.S.C. sect. 1395, 1320a-7, 1320a-7(a) and 1230a-7(b). Landlord has not received any written notice of any violations of any Law, nor does Landlord have knowledge of any such violations relating to violations of state licensing requirements for operation of Facility as nursing facilities, safety, handicapped accessibility, ADA, health, environmental, fire, zoning or subdivision laws, ordinances, codes and regulations. (h) Attached as Schedule 25(h) is a complete and accurate schedule of all the Residents at Facility as of the date set forth in the Schedule. Included on Schedule 25(h) is a list of all Resident Agreements, copies of which have previously been made available to Tenant, as of the date hereof. Landlord has not accepted any advance payment of more than thirty (30) days from any Resident. (i) Attached as Schedule 25(i) is a copy of the statement of income and cash flows of Facility for the fiscal year ended December 31, 2012, and the statement of income and cash flows of Facility. (i) The Financial Statements have been prepared, in all material respects, on a basis of accounting described therein, consistently applied, and reflect the financial condition, results of operations and cash flows of Landlord as of the respective dates thereof and for the respective periods indicated. Since December 31, 2012, there have been no changes in Landlord’s methods of accounting for tax or financial statement purposes. Other than as set forth in the Financial Statements or arising in the ordinary course of business since such date, there are no other material Obligations of Landlord. (ii) Since December 31, 2012, to the date of this AgreementLease, Landlord has caused the Business to be conducted in the ordinary course and in substantially the same manner as previously conducted. (j) In connection with Facility and the Business, Landlord and each employee or individual or entity furnishing healthcare related services under arrangement (collectively, “Health Care Providers”), to the extent required, is, to the knowledge of Landlord, licensed under the applicable Laws of the Commonwealth of Pennsylvania and, to the knowledge of Landlord, each Health Care Provider has complied with all Laws, relating to the rendering of health care services. To the knowledge of Landlord, no Health Care Provider has: (i) had his or her professional license, Drug Enforcement Agency number or Medicare or Medicaid provider status, or participation in any other healthcare plan of a third-party payor suspended, relinquished, terminated or revoked; (ii) been reprimanded, sanctioned or disciplined by any licensing board or any Federal, state or local society, agency, regulatory body, Governmental Authority, hospital, third-party payor or specialty board; (iii) had a final judgment or settlement entered against him or her in connection with a malpractice or similar action; or (iv) has engaged in, undertaken or accused, charged or convicted of criminal conduct or act. (k) To the knowledge of Landlord, neither Landlord nor any of its respective employees or agents has offered, paid, or agreed to pay to any Person, including any governmental official, or solicited, received or agreed to receive from any such Person, directly or indirectly, any money or anything of value for the purpose or with the intent of obtaining or maintaining business for Landlord or any Affiliate or otherwise affecting the Business, operations, prospects, properties, or condition (financial or otherwise) of Landlord, and which is trueor was in violation of any Laws, or not properly and correctly recorded or disclosed on the books and records of Landlord. (l) To the knowledge of Landlord, Landlord is in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, compensation, wages and hours, health and safety, labor relations and plant closings, including all applicable foreign laws, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Equal Pay Act, the Fair Labor Standards Act, the National Labor Relations Act, Occupational Safety and Health Act, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, and the Public Health Service Act. (m) In connection with Facility, Landlord participates in the Medicare and Medicaid Programs (“Programs”). A list and copies of its existing Medicare and Medicaid contracts and reimbursement agreements and all business and provider numbers pertaining to Landlord or, if such Contracts do not exist, other documentation evidencing such participation (collectively, “Program Agreements”) are set forth on Schedule 25(m) attached hereto. Under the Programs, two hundred forty (240) beds are certified for participation in Medicare and, two hundred forty (240) beds are certified for participation in Medicaid. Landlord has not taken any action or failed to take any action which would result in the reduction of the number of beds that are certified for participation in Medicare or Medicaid. To the knowledge of Landlord and, except as identified in surveys of Facility by applicable licensing authorities attached hereto as Schedule 25(m), Landlord is in substantial compliance with all of the terms, conditions and provisions of the Program Agreements and the rules and policies respecting each Program Agreement and third- party payor Contracts, including all certification, billing, reimbursement and documentation requirements, and to the knowledge of Landlord, there is no threatened or pending revocation, suspension, termination, probation, restriction, limitation or non- renewal affecting any of Landlord’s Program Agreements or third-party payor Contracts. (n) Schedule 25(n) contains an accurate and completecomplete list and description of: (i) all of the Employee Benefit Plans which Landlord, or any Benefit Plan Affiliate, sponsors, maintains, participates in, contributes to or is required to contribute to, or proposes to sponsor, maintain, participate in, contribute to, or has or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of Landlord and/or its Benefit Plan Affiliates (referred to collectively as “Landlord Employee Benefit Plans” and individually as a “Landlord Employee Benefit Plan”); and (ii) all Obligations thereunder as of the Closing Date. “Employee Benefit Plan” means any employee benefit plan as defined in Section 27 of ERISA, without regard to any exceptions contained in ERISA which provide that an Employee Benefit Plan is not subject to the provisions of ERISA, any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code, “welfare benefit fund” within the meaning of Section 419 of the Code, “qualified asset account” within the meaning of Section 419A of the Code, or “cafeteria plan” within the meaning of Section 125 of the Code, and any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, severance, vacation, deferred compensation, pensions, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, equity compensation, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, self insurance, death benefits, employee welfare or fringe benefits of any nature, including those benefiting retirees or former employees. “Benefit Plan Affiliate” means any entity, trade or business (whether or not incorporated) that is part of the same controlled group with, common control with, part of an affiliated service group with, or part of another arrangement that includes, Landlord or any Benefit Plan Affiliate within the meaning of Code Section 414(b), (c), (m) or (o). None of Landlord Employee Benefit Plans that is a pension plan within the meaning of ERISA is a Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). None of Landlord Employee Benefit Plans provides a self-insured benefit. None of Landlord Employee Benefit Plans promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, the Public Health Service Act, or comparable state statutes which provide for continuing health care coverage. With respect to Landlord Employee Benefit Plans, Landlord and each affiliate will have made, on or before the Closing Date, all payments (including premium payments with respect to insurance policies) required to be made by them on or before the Closing Date and will have accrued (in accordance with GAAP) as of the Closing Date all payments (including premium payments with respect to insurance policies) due but not yet payable as of the Closing Date. Except as set forth on Schedule 25(n), all of Landlord Employee Benefit Plans are, and have been, operated in compliance with their provisions and with all applicable Laws and the Code and the regulations and rulings thereunder and Landlord, its Benefit Plan Affiliates, and all fiduciaries of Landlord Employee Benefit Plans have complied in all material respects with the provisions of Landlord Employee Benefit Plans and with all applicable Laws including the Code and the regulations and rulings thereunder. There has been no termination or partial termination (including any termination or partial termination attributable to this transaction) of any of Landlord Employee Benefit Plans. Accurate and complete copies of all of Landlord Employee Benefit Plans have been provided to Tenant as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service (“IRS”) opinion or advisory letter issued with respect to a Landlord Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code. None of Landlord Employee Benefit Plans is subject to any minimum funding requirements including Title IV of ERISA or Code Section 412. There are no pending actions, claims or lawsuits that have been asserted or instituted against any of Landlord Employee Benefit Plans, the assets of any of the trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan (other than routine benefit claims), and, to the knowledge of Landlord, there are no facts which could form the basis for any such action, claim or lawsuit. There are no investigations or audits by any government agency of any of Landlord Employee Benefit Plans, any trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan that have been instituted or threatened and, to the knowledge of Landlord, there are no facts which could form the basis for any such investigation or audit.

Representations and Warranties of Landlord. Landlord represents and warrants to Tenant that (ai) Landlord it is a limited partnership duly organized, validly existing an agency and in good standing under the laws instrumentality of the State Commonwealth of DelawareKentucky, is qualified to transact business in Kentucky, and has full corporate all requisite power and authorityauthority to carry on its business as now conducted and, subject to the approvals set forth in Article 30, to execute, deliver and perform this Lease; (i) to enter into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by this Agreement. (b) The execution, delivery and performance by Landlord of this Agreement by Landlord Lease is within its power, has been duly authorized by all necessary corporate action and does not contravene any provision of Landlord. This Agreementits governing documents or legislative authority, and each of as in effect on the other documents to be executed and delivered by Landlord pursuant to date hereof; (iii) this Agreement, have Lease has been duly executed and delivered by an authorized person of Landlord; (iv) this Lease, assuming that it has been duly and are validly executed and delivered by Tenant, is the valid and binding obligations obligation of Landlord, enforceable against the University in accordance with their respective its terms, subject only as to enforceability affected by general equitable principles and applicable provisions of law related to public entities, bankruptcy, insolvency or similar laws affecting and creditors’ rights generally; (v) the rights of creditors generally and by general equitable principles. The execution, delivery and performance by Landlord of this Agreement, and the other documents to be executed, delivered and performed by Landlord pursuant to this Agreement, will not: (i) Lease do not conflict with or violate any provision of Landlord’s charter, bylaws or any law, ordinance or regulation, or any decree or order result in a breach of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Landlord; or (ii) result in any breach of the provisions of, or constitute a default under, any bond, note or cause the acceleration other evidence of performance of any indebtedness, indenture, mortgage, contractdeed of trust, agreementloan agreement or similar instrument, indenture any lease or any other instrument material agreement or contract by which Landlord, its activities or property is either binding upon bound or, in the good faith belief of Landlord, and excluding any provisions of this Lease that are limited by the extent to which they are permitted by Law, for which Landlord makes no representation or enforceable against warranty, any applicable law or order, rule or regulation of the court or governmental authority having jurisdiction over Landlord. , its activities or property; and (cvi) Landlord is not required to obtain the no order, permission, consent, approval, consent license, authorization, registration or waiver of filing by or with any governmental authority having jurisdiction over Landlord, its activities or property, other person or entity than the approvals set forth in Article 30, is required for the execution, delivery or performance by Landlord of this AgreementLease. (d) All of the information contained in the representations and warranties of Landlord set forth in this Agreement, or in any of the documents delivered or to be delivered herewith or after the execution hereof as set forth in any provision of this Agreement, is true, accurate and complete.