The Contractor shall, without delay and at its own expense, apply for and, once obtained, maintain as needed for the Rivada Program all Governmental Approvals, for which it has the authority to apply and obtain, required for the export of documentation, hardware and/or other controlled technology expected to be deliverable hereunder or expected to be used or involved in the performance of the Work, including all Governmental Approvals for Access to Work, such as TAAs for the Customer entities, their insurance broker , and Customer’s Consultants which may be required for the Contractor to meet the requirements of [Article 9.0], Access to Work in Progress; Assurance of Performance. The Contractor shall support and bear all costs related to any Governmental Approval, for which it has the authority to apply and obtain, required for the provision of any controlled technology information to insurance brokers and underwriters, consultants or lawyers acting on their behalf, as well as for the Consultants, including the preparation and prosecution through grant or issuance of the application and other documentation for each Governmental Approval, and any Governmental technical review and monitoring costs, whether or not obtained by the Contractor. Without limiting the generality of the foregoing, the Contractor shall apply for, obtain and maintain required Governmental Approvals, for which it has the authority to apply and obtain, in accordance with the requirements of [Appendix 6], Government Approvals.

Environmental Compliance; Permits. The Loan Parties and their respective Restricted Subsidiaries conduct in the ordinary course of business and consistent with past practices a review of the effect of existing and proposed material Environmental Laws and known or suspected Environmental Liabilities on their respective businesses, operations and properties, and as a result thereof the Partnership has reasonably concluded that such Environmental Liabilities could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Licenses and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

The Distributor undertakes to comply with the rules of fair competition and all other applicable Federal, State or local laws and regulations.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except for such Permits required under the Acquisition Agreement that will be obtained on or prior to the Closing Date. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Time of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Licenses and Permits. All licenses and permits used in operation of the Locations ("Licenses and Permits").

SAGARD HEALTHCARE PARTNERS (DELAWARE), LP By: Sagard Healthcare Royalty Partners GP LLC, its general partner

Permits and Environmental Concerns. Seller will obtain and complete all requirements related to Storm Water Pollution Prevention Plans (“SWPPP”) as required by applicable local, state and federal authorities and maintain the same during the development of the lots within the Property. Upon Closing, Seller will deliver to Buyer satisfactory approval from the appropriate authority/agency regarding storm water quality that all BMP’s are installed and maintained per the SWPPP. Upon Closing, Seller shall transfer (to the extent transferrable) the stormwater permit to Buyer and Buyer shall assume all responsibility for future maintenance and installation and Seller shall be released from liability thereon. Seller shall have caused all FEMA requirements to have been met for a home on any lot to be exempted from purchasing flood insurance and no portion of any house pad site (it being understood that some portions of some lots are within a flood plain) is to be located in a FEMA defined flood plain. Seller’s principals have no actual knowledge that the Property has been or is presently used for handling, storage, manufacturing, refining, transportation or disposal of “toxic material”, “hazardous substances”, or “hazardous waste”. If “hazardous wastes”, “hazardous substances”, or “hazardous material” is located on the Property, as determined by a Phase I or permitted Phase II environmental assessment obtained by the Buyer, then Buyer shall have the right to terminate this Agreement during the Inspection Period pursuant to Paragraph 4 above.

NATIONAL HEALTHCARE CORPORATION

“Peer Healthcare Companies" are the healthcare companies used by the Committee in evaluating the Company’s TSR Performance for the entire Award Period. For 2018 and for so long thereafter during the Award Period that such companies are publicly traded on a nationally recognized stock exchange, the following are the Peer Healthcare Companies except as described below.