PERSON (EXCEPT IN CONNECTION WITH THE TERM LOAN OR AS
OTHERWISE CONTEMPLATED IN THE LOAN DOCUMENTS, OR THE ENDORSEMENT OF NEGOTIABLE
INSTRUMENTS IN THE ORDINARY COURSE OF BUSINESS) OR HELD OUT ITS CREDIT AS BEING
AVAILABLE TO SATISFY THE OBLIGATIONS OF ANY OTHER PERSON;
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(X)
HAS NOT ACQUIRED OBLIGATIONS OR SECURITIES OF ANY OTHER PERSON;
(XI)
EXCEPT AS CONTEMPLATED UNDER THE OPERATING LEASE, AND EXCEPT FOR
DEPOSITS AND INVESTMENTS IN CASH EQUIVALENTS MADE IN THE ORDINARY COURSE OF
BUSINESS, HAS NOT MADE LOANS OR ADVANCES TO ANY OTHER PERSON;
(XII)
HAS NOT ENTERED INTO AND WAS NOT A PARTY TO ANY TRANSACTION WITH
ANY AFFILIATE OF SUCH PERSON, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AND ON
TERMS WHICH ARE NO LESS FAVORABLE TO SUCH PERSON THAN WOULD BE OBTAINED IN A
COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY;
(XIII)
HAS PAID THE SALARIES OF ITS OWN EMPLOYEES, IF ANY, AND
MAINTAINED A SUFFICIENT NUMBER OF EMPLOYEES IN LIGHT OF ITS CONTEMPLATED
BUSINESS OPERATIONS (OR HAS ENTERED INTO AGREEMENTS WITH THIRD PARTIES OR
AFFILIATES TO PROVIDE ALL REQUIRED SERVICES THAT WOULD OTHERWISE BE PROVIDED BY
SUCH NUMBER OF EMPLOYEES IN A MANNER CONSISTENT WITH (XII) ABOVE;
(XIV)
HAS NOT ENGAGED IN ANY BUSINESS OR ACTIVITY OTHER THAN THE LEASING,
OWNERSHIP, OPERATION AND MAINTENANCE OF THE MORTGAGED PROPERTIES, AND ACTIVITIES
INCIDENTAL THERETO;
(XV)
SHALL NOT ACQUIRE OR OWN ANY ASSETS OTHER THAN (A) THE MORTGAGED
PROPERTIES AND/OR EQUITY INTERESTS IN A PERSON THAT OWNS THE MORTGAGED
PROPERTIES AND (B) SUCH INCIDENTAL PERSONAL PROPERTY AS MAY BE NECESSARY TO
CONDUCT THE BUSINESS AND ACTIVITIES PERMITTED UNDER CLAUSE (XIV) ABOVE;
(XVI)
SHALL NOT MAINTAIN ITS ASSETS IN SUCH A MANNER THAT IT WILL BE
COSTLY OR DIFFICULT TO SEGREGATE, ASCERTAIN OR IDENTIFY ITS INDIVIDUAL ASSETS
FROM THOSE OF ANY OTHER PERSON;
(XVII)
HAS NOT FAILED TO HOLD ITSELF OUT TO THE PUBLIC AS A LEGAL ENTITY
SEPARATE AND DISTINCT FROM ANY OTHER PERSON OR TO CONDUCT ITS BUSINESS SOLELY IN
ITS OWN NAME OR FAIL TO CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS
SEPARATE IDENTITY;
(XVIII)
HAS ALLOCATED FAIRLY AND REASONABLY ANY OVERHEAD FOR SHARED OFFICE
SPACE;
(XIX)
HAS NOT ENGAGED IN A NON-EXEMPT PROHIBITED TRANSACTION DESCRIBED
IN SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE; AND
(XX)
HAS COMPLIED WITH THE REQUIREMENTS OF SECTION 33 OF THE SECURITY
INSTRUMENT.
"Skilled Nursing Units" shall mean all such facilities, beds or units that are
licensed to operate as Skilled Nursing facilities, beds or units in a Seniors
Housing Facility.
"Sub-Lease" means each sub-lease entered into pursuant to the Operating Lease in
which the Master Tenant
is the landlord and the Operator of the Mortgaged
Property is the tenant.
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"Subordination, Assignment and Security Agreement" means those certain
Subordination, Assignment and Security Agreements, dated on the Initial Closing
Date and any subsequent Closing Date, as the same may be amended, restated,
modified and supplemented from time to time.
"Substitute Collateral" shall have the meaning set forth in Section