Common use of Governmental Payor Programs Clause in Contracts

Governmental Payor Programs. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There is no action pending or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are materially accurate and complete and have not been misleading in any material respects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (g) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Governmental Payor Programs. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The No more than 5% of the total number of beds at the Facility is may be allocated to residents who participate in compliance in all material respects with a Governmental Payor Program. For purposes of determining whether the requirements for participation in foregoing percentage has been exceeded, Lender will not include any then-current resident who was originally admitted to the Facility as a private pay resident, and who had at the time of admission neither been a participant in, nor been eligible for, any Governmental Payor Program, including but became eligible for, and a participant in, a Governmental Payor Program subsequent to such resident’s admission to the Medicare and Medicaid Patient Protection Act of 1987Facility. (b) The Facility conforms If Borrower violates the covenant in all material respects Section 6.28(a), then Borrower must immediately fund a transition reserve with cash in an amount equal to all insurance, reimbursement the aggregate of 6 months of principal and cost reporting requirements, and has a current provider agreement interest payments due under Title XVIII and/or XIX the terms of the Social Security Act Note for the next 6 months. If the Note provides for interest to accrue at a floating or any variable interest rate (other applicable laws for reimbursement necessary for its Intended Usethan during the “Extension Period,” as defined in the Note, if applicable), then Lender will estimate the amount of the interest due during such 6-month period. Borrower must also enter into a transition reserve agreement acceptable to Lender in form and content. (c) There Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator or any Property Manager, any and all notices from any Governmental Authority which state that the Governmental Payor Program certification of the Facility is no being downgraded to a substandard category, revoked, or suspended, or that action is pending or threatened being considered to terminate downgrade any such certification. (d) Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator or any Property Manager, a copy of any survey, report or statement of deficiencies by any Governmental Authority administering Governmental Payor Program funds or programs. Within the Facility’s time period specified by any such Governmental Authority for furnishing a plan of correction, Borrower will furnish to Lender a copy of the plan of correction. By the date required for cure by the Governmental Authority, Borrower will correct or will cause to be corrected any deficiency the curing of which is a condition of continued eligibility for Governmental Payor Program payment or reimbursement, including full participation in the Governmental Payor Program nor is there for existing residents and for new residents to be admitted with Governmental Payor Program coverage. (e) Other than in the normal course of business, Borrower will not, and will not permit any decision not to renew Facility Operator or any provider agreement related to Property Manager to, change the Facility, nor is there terms of any action pending of the Governmental Payor Program or threatened to impose material intermediate or alternative sanctions its normal billing payment and reimbursement policies and procedures with respect to such Governmental Payor Program (including the Facilityamount and timing of finance charges, fees and write-offs). (df) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are will be materially accurate and complete and have will not been be misleading in any material respects. Within 10 days of the required filing of cost reports of the Facility with the Governmental Payor Program agency or the date of actual filing of such cost report of the Facility with such agency, whichever is earlier, Borrower will provide Lender with a complete and accurate copy of the annual Governmental Payor Program cost report of the Facility, which will be prepared by an independent certified public accountant or by an experienced cost report preparer acceptable to Lender, and will promptly furnish Lender any amendments filed with respect to such reports and all responses, audit reports or inquiries with respect to such reports. (eg) No cost reports Borrower will permit and will cause any Property Manager or any Facility Operator to permit representatives appointed by Lender, including independent accountants, agents, attorneys, appraisers and any other persons, to visit and inspect any of the Facility during its normal business hours and at any other reasonable times, and to take photographs of the Facility, and to write down and record any information such representatives obtain, and will permit Lender or its representatives to investigate and verify the accuracy of the information furnished to Lender under or in connection with this Loan Agreement or any of the other Loan Documents and to discuss all such matters with its officers, employees and representatives. (h) Borrower will furnish and will cause any management agent for the Facility remain “open” or unsettled, except as otherwise disclosed in writing any Facility Operator to furnish to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, at Borrower’s performance under expense, all evidence which Lender may from time to time reasonably request as to the accuracy and validity of or compliance with all representations and warranties made by Borrower in the Loan Documents and satisfaction of all conditions contained in the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following:. (i) Adversely affect Any inspection or audit of the right by Facility or the books and records of Borrower, a any Property Manager or any Facility Operator, or the procuring of documents and financial and other information, by or on behalf of Lender, will be for Lender’s protection only, and will not constitute any assumption of responsibility or liability by Lender to Borrower, any Property Manager or any Facility to receive Governmental Payor Program payments and reimbursements Operator or anyone else with respect regard to the condition, construction, maintenance or operation of the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower . Lender’s approval of any certification given to Lender will not relieve Borrower, Property Manager, or a Facility Operator is receiving as of the date any of this Loan Agreementtheir respective obligations. (gj) If any existing management agreement Within 120 days after the end of each fiscal quarter of Borrower, Borrower will deliver or operating lease is terminated cause Property Manager or Lender acquires the Facility through foreclosure or otherwiseOperator to deliver to Lender information in sufficient detail, none of the Borrower, as determined by Lender, any subsequent management agentto show by patient mix (i.e., any subsequent operator private and Governmental Payor Program, if applicable) the average monthly census of the Facility, occupancy rates and the amount of income attributed to reimbursements or payments from a Governmental Payor Program. (k) After an Event of Default, Lender is authorized to give notice to all third party payors at Lender’s option, instructing them to pay all third party payments, including Medicare, Medicaid or TRICARE, which would be otherwise paid to Borrower or to a Facility Operator to Lender, to the extent permitted by law. (l) Borrower will not and will not permit any breach or violation by any Person of any Healthcare Laws pertaining to the Facility or the operation of the Facility, including any Healthcare Laws pertaining to billing for goods or services by Borrower or any subsequent purchaser Facility Operator. Borrower will not and will not permit any circumstance to occur which would (through foreclosure i) cause Borrower, a Facility Operator or otherwise) will the Facility to be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) disqualified for residents having coverage under participation in any Governmental Payor Program so long or (ii) cause the non-renewal or termination of Borrower, a Facility Operator or the Facility’s participation in any such program, as neither the type of service nor any unit complement is changedapplicable.

Governmental Payor Programs. (a) No more than 5% of the total number of beds at the Facility may be allocated to residents who participate in a Governmental Payor Program. (b) If Borrower violates the covenant in Section 6.28(a), then Borrower must immediately fund a transition reserve with cash in an amount equal to the aggregate of 6 months of principal and interest payments due under the terms of the Note for the next 6 months. If the Note provides for interest to accrue at a floating or variable interest rate (other than during the “Extension Period,” as defined in the Note, if applicable), then Lender will estimate the amount of the interest due during such 6-month period. Borrower must also enter into a transition reserve agreement acceptable to Lender in form and content. (c) Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator or any Property Manager, any and all notices from any Governmental Authority which state that the Governmental Payor Program certification of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade any such certification. (d) Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator or any Property Manager, a copy of any survey, report or statement of deficiencies by any Governmental Authority administering Governmental Payor Program funds or programs. Within the time period specified by any such Governmental Authority for furnishing a plan of correction, Borrower will furnish to Lender a copy of the plan of correction. By the date required for cure by the Governmental Authority, Borrower will correct or will cause to be corrected any deficiency the curing of which is a condition of continued eligibility for Governmental Payor Program payment or reimbursement, including full participation in the Governmental Payor Program for existing residents and for new residents to be admitted with Governmental Payor Program coverage. (e) Other than in the normal course of business, Borrower will not, and will not permit any Facility Operator or any Property Manager to, change the terms of any of the Governmental Payor Program or its normal billing payment and reimbursement policies and procedures with respect to such Governmental Payor Program (including the amount and timing of finance charges, fees and write-offs). (f) Within 10 days of the required filing of cost reports of the Facility with the Governmental Payor Program agency or the date of actual filing of such cost report of the Facility with such agency, whichever is earlier, Borrower will provide Lender with a complete and accurate copy of the annual Governmental Payor Program cost report of the Facility, which will be prepared by an independent certified public accountant or by an experienced cost report preparer acceptable to Lender, and will promptly furnish Lender any amendments filed with respect to such reports and all responses, audit reports or inquiries with respect to such reports. (g) Borrower will permit and will cause any Property Manager or any Facility Operator to permit representatives appointed by Lender, including independent accountants, agents, attorneys, appraisers and any other persons, to visit and inspect any of the Facility during its normal business hours and at any other reasonable times, and to take photographs of the Facility, and to write down and record any information such representatives obtain, and will permit Lender or its representatives to investigate and verify the accuracy of the information furnished to Lender under or in connection with this Loan Agreement or any of the other Loan Documents and to discuss all such matters with its officers, employees and representatives. (h) Borrower will furnish and will cause any management agent for the Facility or any Facility Operator to furnish to Lender, at Borrower’s expense, all evidence which Lender may from time to time reasonably request as to the accuracy and validity of or compliance with all representations and warranties made by Borrower in the Loan Documents and satisfaction of all conditions contained in the Loan Documents. (i) Any inspection or audit of the Facility or the books and records of Borrower, any Property Manager or any Facility Operator, or the procuring of documents and financial and other information, by or on behalf of Lender, will be for Lender’s protection only, and will not constitute any assumption of responsibility or liability by Lender to Borrower, any Property Manager or any Facility Operator or anyone else with regard to the condition, construction, maintenance or operation of the Facility. Lender’s approval of any certification given to Lender will not relieve Borrower, Property Manager, or a Facility Operator of any of their respective obligations. (j) Within 120 days after the end of each fiscal quarter of Borrower, Borrower will deliver or cause Property Manager participates or the Facility Operator to deliver to Lender information in any sufficient detail, as determined by Lender, to show by patient mix (i.e., private and Governmental Payor Program in connection with Program, if applicable) the average monthly census of the Facility, occupancy rates and the amount of income attributed to reimbursements or payments from a Governmental Payor Program. (k) After an Event of Default, Lender is authorized to give notice to all third party payors at Lender’s option, instructing them to pay all third party payments, including Medicare, Medicaid or TRICARE, which would be otherwise paid to Borrower or to a Facility Operator to Lender, to the extent permitted by law. (l) Borrower will not and will not permit any breach or violation by any Person of any Healthcare Laws pertaining to the Facility or the operation of the Facility, all of including any Healthcare Laws pertaining to billing for goods or services by Borrower or any Facility Operator. Borrower will not and will not permit any circumstance to occur which would (i) cause Borrower, a Facility Operator or the following are true: (a) The Facility is in compliance in all material respects with the requirements to be disqualified for participation in the any Governmental Payor ProgramProgram or (ii) cause the non-renewal or termination of Borrower, including the Medicare and Medicaid Patient Protection Act of 1987. (b) The a Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act Operator or any other applicable laws for reimbursement necessary for its Intended Use. (c) There is no action pending or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there any decision not to renew any provider agreement related to the Facilitysuch program, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facilityas applicable. (d) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are materially accurate and complete and have not been misleading in any material respects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (g) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Governmental Payor Programs. (a) No more than 5% of the total number of beds at the Facility may be allocated to residents who participate in a Governmental Payor Program. (b) If Borrower violates the covenant in Section 6.28(a), then Borrower must immediately fund a transition reserve with cash in an amount equal to the aggregate of 6 months of principal and interest payments due under the terms of the Note for the next 6 months. If the Note provides for interest to accrue at an adjustable or variable interest rate (other than during the “Extension Period,” as defined in the Note, if applicable), then Lender will estimate the amount of the interest due during such 6-month period. Borrower must also enter into a transition reserve agreement acceptable to Lender in form and content. (c) Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator or any Property Manager, any and all notices from any Governmental Authority which state that the Governmental Payor Program certification of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade any such certification. (d) Borrower will furnish to Lender, within 10 days after receipt by Bxxxxxxx, any Facility Operator or any Property Manager, a copy of any survey, report or statement of deficiencies by any Governmental Authority administering Governmental Payor Program funds or programs. Within the time period specified by any such Governmental Authority for furnishing a plan of correction, Borrower will furnish to Lender a copy of the plan of correction. By the date required for cure by the Governmental Authority, Borrower will correct or will cause to be corrected any deficiency the curing of which is a condition of continued eligibility for Governmental Payor Program payment or reimbursement, including full participation in the Governmental Payor Program for existing residents and for new residents to be admitted with Governmental Payor Program coverage. (e) Other than in the normal course of business, Borrower will not, and will not permit any Facility Operator or any Property Manager to, change the terms of any of the Governmental Payor Program or its normal billing payment and reimbursement policies and procedures with respect to such Governmental Payor Program (including the amount and timing of finance charges, fees and write-offs). (f) Within 10 days of the required filing of cost reports of the Facility with the Governmental Payor Program agency or the date of actual filing of such cost report of the Facility with such agency, whichever is earlier, Borrower will provide Lender with a complete and accurate copy of the annual Governmental Payor Program cost report of the Facility, which will be prepared by an independent certified public accountant or by an experienced cost report preparer acceptable to Lender, and will promptly furnish Lender any amendments filed with respect to such reports and all responses, audit reports or inquiries with respect to such reports. (g) Borrower will permit and will cause any Property Manager or any Facility Operator to permit representatives appointed by Lxxxxx, including independent accountants, agents, attorneys, appraisers and any other persons, to visit and inspect any of the Facility during its normal business hours and at any other reasonable times, and to take photographs of the Facility, and to write down and record any information such representatives obtain, and will permit Lender or its representatives to investigate and verify the accuracy of the information furnished to Lender under or in connection with this Loan Agreement or any of the other Loan Documents and to discuss all such matters with its officers, employees and representatives. (h) Borrower will furnish and will cause any management agent for the Facility or any Facility Operator to furnish to Lender, at Borrower’s expense, all evidence which Lender may from time to time reasonably request as to the accuracy and validity of or compliance with all representations and warranties made by Borrower in the Loan Documents and satisfaction of all conditions contained in the Loan Documents. (i) Any inspection or audit of the Facility or the books and records of Borrower, any Property Manager or any Facility Operator, or the procuring of documents and financial and other information, by or on behalf of Lender, will be for Lxxxxx’s protection only, and will not constitute any assumption of responsibility or liability by Lender to Borrower, any Property Manager or any Facility Operator or anyone else with regard to the condition, construction, maintenance or operation of the Facility. Lxxxxx’s approval of any certification given to Lender will not relieve Borrower, Property Manager, or a Facility Operator of any of their respective obligations. (j) Within 120 days after the end of each fiscal quarter of Borrower, Borrower will deliver or cause Property Manager participates or the Facility Operator to deliver to Lender information in any sufficient detail, as determined by Lxxxxx, to show by patient mix (i.e., private and Governmental Payor Program in connection with Program, if applicable) the average monthly census of the Facility, occupancy rates and the amount of income attributed to reimbursements or payments from a Governmental Payor Program. (k) After an Event of Default, Lxxxxx is authorized to give notice to all third party payors at Lxxxxx’s option, instructing them to pay all third party payments, including Medicare, Medicaid or TRICARE, which would be otherwise paid to Borrower or to a Facility Operator to Lender, to the extent permitted by law. (l) Borrower will not and will not permit any breach or violation by any Person of any Healthcare Laws pertaining to the Facility or the operation of the Facility, all of including any Healthcare Laws pertaining to billing for goods or services by Borrower or any Facility Operator. Borrower will not and will not permit any circumstance to occur which would (i) cause Borrower, a Facility Operator or the following are true: (a) The Facility is in compliance in all material respects with the requirements to be disqualified for participation in the any Governmental Payor ProgramProgram or (ii) cause the non-renewal or termination of Borrower, including the Medicare and Medicaid Patient Protection Act of 1987. (b) The a Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act Operator or any other applicable laws for reimbursement necessary for its Intended Use. (c) There is no action pending or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there any decision not to renew any provider agreement related to the Facilitysuch program, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facilityas applicable. (d) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are materially accurate and complete and have not been misleading in any material respects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (g) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Governmental Payor Programs. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true:: Multifamily Loan and Security Agreement – Seniors Housing Page 14 (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There is no action pending or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are materially accurate and complete and have not been misleading in any material respects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (g) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Governmental Payor Programs. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The No more than 5% of the total number of beds at the Facility is may be allocated to residents who participate in compliance in all material respects with a Governmental Payor Program. For purposes of determining whether the requirements for participation in foregoing percentage has been exceeded, Xxxxxx will not include any then current resident who was originally admitted to the Facility as a private pay resident, and who had at the time of admission neither been a participant in, nor been eligible for, any Governmental Payor Program, including but became eligible for, and a participant in, a Governmental Payor Program subsequent to such resident’s admission to the Medicare and Medicaid Patient Protection Act of 1987Facility. (b) The Facility conforms If Borrower violates the covenant in all material respects Section 6.28(a), then Borrower must immediately fund a transition reserve with cash in an amount equal to all insurance, reimbursement the aggregate of 6 months of principal and cost reporting requirements, and has a current provider agreement interest payments due under Title XVIII and/or XIX the terms of the Social Security Act Note for the next 6 months. If the Note provides for interest to accrue at a floating or any variable interest rate (other applicable laws for reimbursement necessary for its Intended Usethan during the “Extension Period,” as defined in the Note, if applicable), then Lender will estimate the amount of the interest due during such 6-month period. Borrower must also enter into a transition reserve agreement acceptable to Lender in form and content. (c) There Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator or any Property Manager, any and all notices from any Governmental Authority which state that the Governmental Payor Program certification of the Facility is no being downgraded to a substandard category, revoked, or suspended, or that action is pending or threatened being considered to terminate downgrade any such certification. (d) Borrower will furnish to Lender, within 10 days after receipt by Xxxxxxxx, any Facility Operator or any Property Manager, a copy of any survey, report or statement of deficiencies by any Governmental Authority administering Governmental Payor Program funds or programs. Within the Facility’s time period specified by any such Governmental Authority for furnishing a plan of correction, Borrower will furnish to Lender a copy of the plan of correction. By the date required for cure by the Governmental Authority, Borrower will correct or will cause to be corrected any deficiency the curing of which is a condition of continued eligibility for Governmental Payor Program payment or reimbursement, including full participation in the Governmental Payor Program nor is there for existing residents and for new residents to be admitted with Governmental Payor Program coverage. (e) Other than in the normal course of business, Borrower will not, and will not permit any decision not to renew Facility Operator or any provider agreement related to Property Manager to, change the Facility, nor is there terms of any action pending of the Governmental Payor Program or threatened to impose material intermediate or alternative sanctions its normal billing payment and reimbursement policies and procedures with respect to such Governmental Payor Program (including the Facilityamount and timing of finance charges, fees and write-offs). (df) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are will be materially accurate and complete and have will not been be misleading in any material respects. Within 10 days of the required filing of cost reports of the Facility with the Governmental Payor Program agency or the date of actual filing of such cost report of the Facility with such agency, whichever is earlier, Borrower will provide Lender with a complete and accurate copy of the annual Governmental Payor Program cost report of the Facility, which will be prepared by an independent certified public accountant or by an experienced cost report preparer acceptable to Lender, and will promptly furnish Lender any amendments filed with respect to such reports and all responses, audit reports or inquiries with respect to such reports. (eg) No cost reports Borrower will permit and will cause any Property Manager or any Facility Operator to permit representatives appointed by Xxxxxx, including independent accountants, agents, attorneys, appraisers and any other persons, to visit and inspect any of the Facility during its normal business hours and at any other reasonable times, and to take photographs of the Facility, and to write down and record any information such representatives obtain, and will permit Lender or its representatives to investigate and verify the accuracy of the information furnished to Lender under or in connection with this Loan Agreement or any of the other Loan Documents and to discuss all such matters with its officers, employees and representatives. (h) Borrower will furnish and will cause any management agent for the Facility remain “open” or unsettled, except as otherwise disclosed in writing any Facility Operator to furnish to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, at Borrower’s performance under expense, all evidence which Lender may from time to time reasonably request as to the accuracy and validity of or compliance with all representations and warranties made by Borrower in the Loan Documents and satisfaction of all conditions contained in the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following:. (i) Adversely affect Any inspection or audit of the right by Facility or the books and records of Borrower, a any Property Manager or any Facility Operator, or the procuring of documents and financial and other information, by or on behalf of Lender, will be for Xxxxxx’s protection only, and will not constitute any assumption of responsibility or liability by Lender to Borrower, any Property Manager or any Facility to receive Governmental Payor Program payments and reimbursements Operator or anyone else with respect regard to the condition, construction, maintenance or operation of the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower . Xxxxxx’s approval of any certification given to Lender will not relieve Borrower, Property Manager, or a Facility Operator is receiving as of the date any of this Loan Agreementtheir respective obligations. (gj) If any existing management agreement Within 120 days after the end of each fiscal quarter of Borrower, Borrower will deliver or operating lease is terminated cause Property Manager or Lender acquires the Facility through foreclosure or otherwiseOperator to deliver to Lender information in sufficient detail, none of as determined by Xxxxxx, to show by patient mix (i.e., private and Governmental Payor Program, if applicable) the Borrower, Lender, any subsequent management agent, any subsequent operator average monthly census of the Facility, occupancy rates and the amount of income attributed to reimbursements or payments from a Governmental Payor Program. (k) After an Event of Default, Lender is authorized to give notice to all third-party payors at Xxxxxx’s option, instructing them to pay all third-party payments, including Medicare, Medicaid or TRICARE, which would be otherwise paid to Borrower or to a Facility Operator to Lender, to the extent permitted by law. (l) Borrower will not and will not permit any breach or violation by any Person of any Healthcare Laws pertaining to the Facility or the operation of the Facility, including any Healthcare Laws pertaining to billing for goods or services by Borrower or any subsequent purchaser Facility Operator. Borrower will not and will not permit any circumstance to occur which would (through foreclosure i) cause Borrower, a Facility Operator or otherwise) will the Facility to be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) disqualified for residents having coverage under participation in any Governmental Payor Program so long or (ii) cause the non-renewal or termination of Borrower, a Facility Operator or the Facility’s participation in any such program, as neither the type of service nor any unit complement is changedapplicable.

Governmental Payor Programs. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There is no action pending or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are materially accurate and complete and have not been misleading in any material respects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, BorrowerXxxxxxxx’s performance under the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by LenderXxxxxx, will not do any of the following: (i) Adversely affect the right by BorrowerXxxxxxxx, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (g) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.