Common use of Conduct of Business and Compliance with Laws Clause in Contracts

Conduct of Business and Compliance with Laws. The Borrower covenants and agrees that it or the Property Related Persons will (i) materially comply with all Governmental Requirements, including, without limitation, the Occupational Safety and Health Act of 1970, regulations issued under the Omnibus Budget Reconciliation Act of 1987, any Governmental Requirement relating to “informed consents” and rights of residents, qualifications of staff, staffing requirements and delivery of services in a manner sufficient to protect the health and safety of residents, (ii) maintain in full force and effect all Licenses necessary to the ownership and/or operation of the Property, including, without limitation, the license to operate the Property, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other “controlled substances” and, to the extent offered by the Borrower, the maintenance of cafeteria and other food and beverage facilities or services, (iii) maintain or cause to be maintained the standard of care for the residents of the Property at all times at a level necessary to ensure a level of quality care and services for the residents of the Property no less than prudent industry standard for a Facility, (iv) maintain or cause to be maintained a standard of care in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products and medical waste, of any kind and in any form, that is in accordance with, at least, that of the prudent industry standard and in conformity with all Governmental Requirements, (v) operate or cause to be operated the Property in a prudent manner in material compliance with Governmental Requirements relating thereto and cause all Licenses, permits, and any other agreements necessary for the use and operation of the Property remain in effect, (vi) correct or cause to be corrected any deficiency set forth in any Agency statement of deficiencies, the curing of which is a condition of continued licensure or for accreditation of the Property, (vii) maintain or cause to be maintained sufficient inventory and equipment of types and quantities at the Property to enable the Property Related Persons to operate the Property adequately, as a Facility and in a manner which will enable the Borrower to comply with the provisions of the Loan Documents, and (viii) maintain or cause to be maintained all deposits, including, without limitation, deposits relating to residents or Resident Agreements in accordance with customary and prudent business practices and all Governmental Requirements.

Conduct of Business and Compliance with Laws. The Borrower covenants and agrees that it or the Property Related Persons will (i) materially comply with all Governmental Requirements, including, without limitation, the Occupational Safety and Health Act of 1970, regulations issued under the Omnibus Budget Reconciliation Act of 1987, any Governmental Requirement relating to “informed consents” and rights of patients and residents, qualifications of staff, staffing requirements and delivery of services in a manner sufficient to protect the health and safety of patients and residents, (ii) maintain in full force and effect all Licenses necessary to the ownership and/or operation of the CCRC Property, including, without limitation, the license to operate the CCRC Property, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other “controlled substances” and, to the extent offered by the Borrower, the maintenance of cafeteria and other food and beverage facilities or services, (iii) maintain or cause to be maintained the standard of care for the patients and residents of the CCRC Property at all times at a level necessary to ensure a level of quality care and services for the patients and residents of the CCRC Property no less than prudent industry standard for a Facilitysimilar facility, (iv) maintain or cause to be maintained a standard of care in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products and medical waste, of any kind and in any form, that is in accordance with, at least, that of the prudent industry standard and in conformity with all Governmental Requirements, (v) operate or cause to be operated the CCRC Property in a prudent manner in material compliance with Governmental Requirements relating thereto and cause all Licenses, permits, certificates of need, and any other agreements materially necessary for the use and operation of the CCRC Property remain in effect, (vi) correct or cause to be corrected any deficiency set forth in any Agency statement of deficiencies, the curing of which is a condition of continued licensure or for accreditation of the CCRC Property, (vii) maintain or cause to be maintained sufficient inventory and equipment of types and quantities at the CCRC Property to enable the Property Related Persons to operate the CCRC Property adequately, as a Facility adequately and in a manner which will enable the Borrower to comply with the provisions of the Loan Documents, and (viii) maintain or cause to be maintained all deposits, including, without limitation, deposits relating to residents residents, patients or Resident Agreements in accordance with customary and prudent business practices and all Governmental Requirements.

Conduct of Business and Compliance with Laws. The Borrower covenants Borrowers covenant and agrees agree that it or the Property Facility Related Persons will (i) materially comply with all Governmental Requirements, including, without limitation, the Occupational Safety and Health Act of 1970, regulations issued under the Omnibus Budget Reconciliation Act of 1987, any Governmental Requirement relating to “"informed consents” " and rights of residents, qualifications of staff, staffing requirements and delivery of services in a manner sufficient to protect the health and safety of residents, (ii) maintain in full force and effect all Licenses necessary to the ownership and/or operation of the Property, including, without limitation, the license to operate the Property, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other “controlled substances” and, to the extent offered by the Borrower, the maintenance of cafeteria and other food and beverage facilities or servicesFacility, (iii) maintain or cause to be maintained the standard of care for the residents of the Property each Facility at all times at a level necessary to ensure insure a level of quality care and services for the residents of the Property each Facility no less than prudent industry standard for a Facilitystandard, (iv) maintain or cause to be maintained a standard of care in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products and medical waste, of any kind and in any form, that is in accordance with, at least, that of the highest prudent industry standard and in conformity with all Governmental Requirements, (v) operate operate, or cause to be operated the Property operated, each Facility in a prudent manner in material compliance with Governmental Requirements relating thereto and cause all Licenses, permits, and any other agreements necessary for the use and operation of the Property each Facility remain in effect, (vi) correct or cause to be corrected any deficiency set forth in any Agency statement of deficiencies, the curing of which is a condition of continued licensure or for accreditation of the PropertyFacility, (vii) maintain or cause to be maintained sufficient inventory and equipment of types and quantities at the Property each Facility to enable the Property Facility Related Persons to operate the Property adequately, as a each Facility adequately and in a manner which will enable the Borrower Borrowers to comply with the provisions of the Loan Documents, and (viii) maintain or cause to be maintained all deposits, including, without limitation, deposits relating to residents or Resident Agreements in accordance with customary and prudent business practices and all Governmental Requirements; provided however, with respect to item (vi) above, Borrowers may in good faith, by appropriate proceedings, contest the validity or applicability of any deficiency set forth in any Agency statement of deficiencies and pending such contest Borrowers shall not be deemed in default hereunder if (1) such contest does not endanger the validity of any License in any manner that reasonably may inhibit the use of the applicable Facility in its current use, (2) such contest does not result in potential life safety issues for the residents of the Facility (in Agent's reasonable discretion), (3) Borrowers keep Agent reasonably informed as to the status of such contest, and (4) such contest is concluded prior to the Maturity Date (as it may be extended as provided herein).

Conduct of Business and Compliance with Laws. The Borrower covenants and agrees that it or the Property Related Persons will shall (i) do or cause to be done all things necessary to obtain, enter into, preserve and keep in full force and effect its existence and material rights and, if appropriate, construction permits and all material Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for its business and the operation of the Premises as a Facility, (ii) engage in and continue to engage only in the business of owning and operating the Facility and related services, (iii) observe the valid requirements of Governmental Authorities and agents and perform the terms of all Participation Agreements, the noncompliance with or the nonobservance of which might materially interfere with the performance of its obligations under the Loan Documents or the proper or prudent conduct of its business or the Premises. and (iv) comply with -ith all Governmental Requirements, including, without limitation, the Occupational Safety and Health Act of 1970, regulations issued under the Omnibus Budget Reconciliation Act of 1987, any Governmental Requirement relating to “"informed consents” " and rights of patients and/or residents, qualifications of staff, staffing requirements and delivery of services in a manner sufficient to protect the health and safety of patients and/or residents. In addition, the Borrower covenants and agrees that it will: (iii) maintain in full force and effect all Licenses necessary to the ownership and/or operation of the PropertyPremises, including, without limitation, the license to operate the PropertyPremises, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other “"controlled substances” " and, to the extent offered by the Borrower, the maintenance of cafeteria and other food and beverage facilities or services; (ii) administer, maintain and operate (or will cause to be administered, maintained and operated) the Premises as a revenue-producing Facility; (iii) obtain, maintain and comply with all conditions for the continuance of, all Licenses necessary or desirable for the operation of the Premises as a Facility; (iv) obtain, maintain and comply with all conditions for the continuance of each of the Licenses: (v) maintain or cause to be maintained the standard of care for the residents of the Property Premises at all times at a level necessary to ensure insure a level of quality care and services for the patients and/or residents of the Property Premises no less than the prudent industry standard for a Facility, ; (ivvi) maintain or cause to be maintained a standard of care in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products and medical waste, of any kind and in any form, . that is in accordance with, at least, that of the prudent industry standard and in conformity with all Governmental Requirements, ; (vvii) operate or cause to be operated the Property Premises in a prudent manner in material compliance with Governmental Requirements relating thereto and cause all Licenses, permits, certificates of need, reimbursement contracts, and any other agreements necessary for the use and operation of the Property Premises or as may be necessary for participation in the applicable reimbursement programs to remain in effect, effect without reduction in the number of licensed beds or beds authorized for use in applicable reimbursements programs; (viviii) correct or cause to be corrected any deficiency set forth in any Medicare, Medicaid or other Agency statement of deficiencies, the curing of which is a condition of continued licensure or for accreditation of the PropertyPremises or for (1) full participation in Medicare. Medicaid or other third party payor or reimbursement programs offered by any other Governmental Authority or third party private payor (including Blue Cross and Blue Shield, Managed Care Plans, and employee assistance plans) in which the Borrower presently participates and which are material to the continued ability of the Borrower to operate the Premises in a manner consistent with the provisions of the Loan Documents and to pay the Borrower's Obligations as and when due and payable, or (vii2) existing patients or for new patients to be admitted with coverage under any of the foregoing third party payor and reimbursement programs, all by the date required for cure by such Agency (plus extension granted by such Agency); (ix) maintain or cause to be maintained sufficient inventory and equipment of types and quantities at the Property Premises to enable the Property Related Persons Borrower or the Manager of the Premises to operate the Property Premises adequately, as a Facility and in a manner which will enable the Borrower to comply with the provisions of the Loan Documents, and ; and (viiix) maintain or cause to be maintained all deposits, including, without limitation, deposits relating to residents patients or Patient Admission Agreements or Resident Agreements in accordance with customary and prudent business practices and all Governmental Requirements.. Any bond or other instrument which the Borrower, or any manager of the Premises, as the case may be, is permitted to hold in lieu of cash deposits under any applicable Governmental Requirement shall be maintained in full force and effect unless replaced by cash deposits. shall be issued by an institution reasonably satisfactory to the Lender, shall. If permitted pursuant to Governmental Requirements, name the Lender as the payee or mortgagee thereunder (or at the Lender's Option. be fully assignable to the Lender) and shall, in all material respects, comply with all applicable Governmental Requirements and otherwise be reasonably satisfactory to the Lender. Following the occurrence and during the continuance of any event of default under the Loan Documents, the Borrower or Manager of the Premises as the case may be shall. Upon the Lender's request, if permitted by applicable Governmental Requirements, turn over to the Lender the deposits (and any interest earned thereon) with respect to the Premises,

Conduct of Business and Compliance with Laws. The Borrower covenants and agrees that it or the Property Related Persons will shall (i) do or cause to be done all things necessary to obtain, enter into, preserve and keep in full force and effect its existence and material rights and, if appropriate, construction permits and all material Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary to its business and the operation of the Premises as a Facility, (ii) engage in and continue to engage only in the business of owning and operating the Facility and related services, (iii) observe the valid requirement of Governmental Authorities and agents and perform the terms of all Participation Agreements, the noncompliance with or the nonobservance of which might materially interfere with the performance of its obligations under the Loan Documents or the proper or prudent conduct of its business or the Premises, and (iv) comply with all Governmental Requirements, including, without limitation, the Occupational Safety and Health Act of 1970, regulations issued under the Omnibus Budget Reconciliation Act of 1987, any Governmental Requirement relating to “"informed consents” " and rights of patients and/or residents, qualifications of staff, staffing requirements and delivery of services in a manner sufficient to protect the health and safety of patients and/or residents. In addition, the Borrower covenants and agrees that it will: (iii) maintain in full force and effect all Licenses necessary to the ownership and/or operation of the PropertyPremises, including, without limitation, the license to operate the PropertyPremises, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other “"controlled substances” " and, to the extent offered by the Borrower, the maintenance of cafeteria and other food and beverage facilities or services; (ii) administer, maintain and operate (or will cause to be administered, maintained and operated) the Premises as a revenue-producing Facility; (iii) administer, maintain and comply with all conditions for the continuance of, all Licenses necessary or desirable for the operation of the Premises as a Facility; (iv) obtain, maintain and comply with all conditions for the continuance of each of the Licenses; (v) maintain or cause to be maintained the standard of care for the residents of the Property Premises at all times at a level necessary to ensure insure a level of quality care and services for the patients and/or residents of the Property Premises no less than the prudent industry standard for a Facility, ; (ivvi) maintain or cause to be maintained a standard of care in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products and medical waste, of any kind and in any form, that is in accordance with, at least, that of the prudent industry standard and in conformity with all Governmental Requirements, ; (vvii) operate or cause to be operated the Property Premises in a prudent manner in material compliance with Governmental Requirements relating thereto and cause all Licenses, permits, certificates of need, reimbursement contracts, and any other agreements necessary for the use and operation of the Property Premises or as may be necessary for participation in the applicable reimbursement programs to remain in effect, effect without reduction in the number of licensed beds or beds authorized for use in applicable reimbursements programs; (viviii) correct or cause to be corrected any deficiency set forth in any Medicare, Medicaid or other Agency statement of deficiencies, the curing of which is a condition of continued licensure or for accreditation of the PropertyPremises or for (1) full participation in Medicare, Medicaid or other third party payor or reimbursement programs offered by any other Governmental Authority or third party private payor (viiincluding Blue Cross and Blue Shield, Managed Care Plans, and employee assistance plans) in which the Borrower presently participates and which are material to the continued ability of the Borrower to operate the Premises in a manner consistent with the provisions of the Loan Documents and to pay the Borrower's Obligations as and when due and payable, or (2) existing patients or for new patients to be admitted with coverage under any of the foregoing third party payor and reimbursement programs, all by the date required for cure by such Agency (plus extensions granted by such Agency); (ix) maintain or cause to be maintained sufficient inventory and equipment of types and quantities at the Property Premises to enable the Property Related Persons Borrower or the Manager of the Premises to operate the Property Premises adequately, as a Facility and in a manner which will enable the Borrower to comply with the provisions of the Loan Documents, and ; and (viiix) maintain or cause to be maintained all deposits, including, without limitation, deposits relating to residents patients or Patient Admission Agreements or Resident Agreements in accordance with customary and prudent business practices and all Governmental Requirements.. Any bond or other instrument which the Borrower, or any manager of the premises, as the case may be, is permitted to hold in lieu of cash deposits under any applicable Governmental Requirement shall be maintained in full force and effect unless replaced by cash deposits, shall be issued by an institution reasonably satisfactory to the Lender, shall, if permitted pursuant to Governmental Requirements, name the Lender as the payee or mortgagee thereunder (or at the Lender's option, be fully assignable to the Lender) and shall, in all material respects, comply with all applicable Governmental Requirements and otherwise be reasonably satisfactory to the Lender. Following the occurrence and during the continuance of any event of default under the Loan Documents, the Borrower or Manager of the Premises as the case may be shall, upon the Lenders request, if permitted by applicable Governmental Requirements, turn over to the Lender the deposits (and any interest earned thereon) with respect to the Premises, to be held by the Lender subject to the terms of any applicable Operating Agreements and