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Common use of Health Care Covenants Clause in Contracts

Health Care Covenants. (a) Borrower shall cause Operating Lessee to cause the operations conducted or to be conducted at each RIDEA Facility to be conducted in a manner consistent in all material respects with Health Care Requirements and, in connection therewith, Borrower covenants that: (i) Operating Lessee shall cause a standard of care to be maintained for the residents of each RIDEA Facility at all times at a level necessary to insure a level of quality care for the residents of such RIDEA Facility in compliance in all material respects with Health Care Requirements; (ii) Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and each Subtenant to cause a standard of care to be maintained in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products or gases, and medical waste, of any kind and in any form, that is in compliance in all material respects with all applicable Legal Requirements and Health Care Requirements; (iii) Operating Lessee shall cause each RIDEA Facility to be operated in a prudent manner in material compliance with applicable Health Care Requirements relating thereto and all material Health Care Licenses and Program participation agreements; (iv) Operating Lessee shall cause all deposits relating to Health Care Requirements, including deposits relating to residents or residency agreements to be maintained in material compliance with all Health Care Requirements. Operating Lessee shall, upon reasonable written request, provide Lender with evidence reasonably satisfactory to Lender of Operating Lessee compliance with the foregoing; and (v) Operating Lessee shall cause all residency and other agreements with residents of the RIDEA Facilities to materially comply with all applicable Health Care Requirements. (b) Operating Lessee shall not and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to not cause or permit any Master Tenant and/or any Subtenant to, (A) assign or transfer any of its interest in any Health Care Licenses or Program (including rights to payment thereunder) pertaining to Mortgage Borrower, such Master Tenant and/or such Subtenant or any applicable Facility, including each RIDEA Facility, as applicable, or (B) assign or transfer, remove or permit any other Person to physically transfer or remove any current records pertaining to any applicable Facility, including each RIDEA Facility, as applicable, therefrom, including a material number of resident records, medical and clinical records (except for removal of such patient resident records as directed by the patients or residents owning such records), without Lender’s prior written consent, which consent shall not be unreasonably withheld. (c) Operating Lessee shall not and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and/or each Subtenant to not, with respect to each Health Care License (i) transfer such Health Care License to any location other than the applicable Facility, including each RIDEA Facility, as applicable or (ii) pledge such Health Care License as collateral security and Operating Lessee shall hold (and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause Master Tenant and/or Subtenant to hold) such Health Care License free from restriction or known conflict that would reasonably be expected to have an Material Adverse Effect. (d) Operating Lessee shall not materially change the terms of any Program participation agreement or its normal billing, payment or reimbursement policies or related procedures, including the amount and timing of finance charges, fees and write-offs. (e) Operating Lessee shall (i) use commercially reasonable efforts to ensure that all required Program cost reports and all required filings for the RIDEA Facilities are accurate and complete and not misleading in any material respect, and (ii) file all required Program cost reports and required filings on or prior to the date such reports are due including any extensions. Operating Lessee will make available to Lender a complete and accurate copy of all Program cost reports and required filings for Operating Lessee and thereafter promptly make available to Lender any amendments filed with respect to such reports and all notices, responses, audit reports or inquiries with respect to such reports. (f) Operating Lessee shall furnish Lender, within thirty (30) days of receipt but at least five (5) days prior to the earliest date on which Operating Lessee is required to take any action with respect thereto or would suffer any adverse consequence, a copy of any Health Care Authority or Program survey report or any statement of deficiencies relating to a RIDEA Facility, including for any Skilled Nursing Facility any reports making a finding of “Immediate Jeopardy”, a deficiency score of “substandard quality of care” (as that term is defined in Part 488 or 42 C.F.R.), or a “G” level deficiency cited in two consecutive Facility Surveys in a case where a “G” level deficiency was found in a Facility Survey earlier in the same cycle, and for each RIDEA Facility, within the time period required by the particular Health Care Authority or Program for furnishing a plan of correction also furnish or cause to be furnished to Lender a copy of the plan of correction generated from such Facility survey or report for Operating Lessee and all subsequent correspondence related thereto, and use commercially reasonable efforts to correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or of full participation in any Program by the date required for cure by such Health Care Authority (plus extensions granted by such Health Care Authority). (g) Operating Lessee shall furnish Lender, within ten (10) Business Days after receipt thereof by Operating Lessee, any other notices or charges issued relating to the material non‑compliance by Operating Lessee with Health Care Requirements, provided however that Lender shall be promptly notified in writing of any inquiry or investigation relating to a RIDEA Facility by any State Medicaid Fraud Control Unit, any State Office of Medicaid Inspector General, any State Attorney General, the United States Department of Health and Human Services, Office of the Inspector General, or by the United States Department of Justice of the Operating Lessee or any RIDEA Facility. (h) Borrower or Mortgage Borrower shall provide prompt written notice upon learning of any inquiry or investigation relating to a Non-RIDEA Facility by the State Medicaid Fraud Control Unit, the State Office of Medicaid Inspector General, the State Attorney General, the United States Department of Health and Human Services, Office of the Inspector General, or by the United States Department of Justice of a Master Tenant, Subtenant or any Non-RIDEA Facility. (i) Operating Lessee shall cause all admission agreements and services agreements with residences of the RIDEA Facilities to materially comply with all Health Care Requirements. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause all admission agreements and services agreement with residents of the Non-MOB Facilities (other than the RIDEA Facilities) to materially comply with all Health Care Requirements. (j) Operating Lessee shall furnish Lender, within ten (10) Business Days of the receipt by Operating Lessee, any and all written notices from any Health Care Authority or Program that (i) Operating Lessee’s Program certification, as applicable, is being or could reasonably be expected to be revoked or suspended or (ii) action is being taken by such Health Care Authority or Program to discontinue, suspend, deny, materially decrease or recoup any material payments due, made or coming due to Operating Lessee, or related to the operation of any RIDEA Facility, any of which would reasonably be expected to have a Material Adverse Effect. (k) Operating Lessee shall cause each RIDEA Facility to be operated in a manner that will not result in a reduction, suspension, denial or elimination of reimbursement for services from, or recoupment for, any Program, any of which could reasonably be expected to have a Material Adverse Effect. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and each Subtenant to cause the Non-MOB Facilities (other than the RIDEA Facilities) to be operated in a manner that will not result in a reduction, suspension, denial or elimination of reimbursement for services from, or recoupment for, any Program. (l) Borrower shall, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause each of its Tenants (including, without limitation, any Master Tenant and any Subtenant) to deliver all reporting required to be delivered by such Tenant under such Tenant’s Lease and Borrower shall, within five (5) Business Days of its receipt thereof, deliver to Lender all reporting delivered by Tenant to Borrower.

Appears in 6 contracts

Samples: Mezzanine Loan Agreement (NorthStar Healthcare Income, Inc.), Mezzanine Loan Agreement (NorthStar Healthcare Income, Inc.), Mezzanine Loan Agreement (Northstar Realty Finance Corp.)

Health Care Covenants. (a) Borrower shall cause Operating Lessee to shall cause the operations conducted or to be conducted at each RIDEA Facility to be conducted in a manner consistent in all material respects with Health Care Requirements and, in connection therewith, Borrower covenants that: (i) Operating Lessee shall cause a standard of care to be maintained for the residents of each RIDEA Facility at all times at a level necessary to insure a level of quality care for the residents of such RIDEA Facility in compliance in all material respects with Health Care Requirements; (ii) Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and each Subtenant to cause a standard of care to be maintained in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products or gases, and medical waste, of any kind and in any form, that is in compliance in all material respects with all applicable Legal Requirements and Health Care Requirements; (iii) Operating Lessee shall cause each RIDEA Facility to be operated in a prudent manner in material compliance with applicable Health Care Requirements relating thereto and all material Health Care Licenses and Program participation agreements; (iv) Operating Lessee shall cause all deposits relating to Health Care Requirements, including deposits relating to residents or residency agreements to be maintained in material compliance with all Health Care Requirements. Operating Lessee shall, upon reasonable written request, provide Lender with evidence reasonably satisfactory to Lender of Operating Lessee compliance with the foregoing; and (v) Operating Lessee shall cause all residency and other agreements with residents of the RIDEA Facilities to materially comply with all applicable Health Care Requirements. (b) Operating Lessee shall not and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to not cause or permit any Master Tenant and/or any Subtenant to, (A) assign or transfer any of its interest in any Health Care Licenses or Program (including rights to payment thereunder) pertaining to Mortgage Borrower, such Master Tenant and/or such Subtenant or any applicable Facility, including each RIDEA Facility, as applicable, or (B) assign or transfer, remove or permit any other Person to physically transfer or remove any current records pertaining to any applicable Facility, including each RIDEA Facility, as applicable, therefrom, including a material number of resident records, medical and clinical records (except for removal of such patient resident records as directed by the patients or residents owning such records), without Lender’s prior written consent, which consent shall not be unreasonably withheld. (c) Operating Lessee shall not and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and/or each Subtenant to not, with respect to each Health Care License (i) transfer such Health Care License to any location other than the applicable Facility, including each RIDEA Facility, as applicable or (ii) pledge such Health Care License as collateral security and Operating Lessee shall hold (and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause Master Tenant and/or Subtenant to hold) such Health Care License free from restriction or known conflict that would reasonably be expected to have an Material Adverse Effect. (d) Operating Lessee shall not materially change the terms of any Program participation agreement or its normal billing, payment or reimbursement policies or related procedures, including the amount and timing of finance charges, fees and write-offs. (e) Operating Lessee shall (i) use commercially reasonable efforts to ensure that all required Program cost reports and all required filings for the RIDEA Facilities are accurate and complete and not misleading in any material respect, and (ii) file all required Program cost reports and required filings on or prior to the date such reports are due including any extensions. Operating Lessee will make available to Lender a complete and accurate copy of all Program cost reports and required filings for Operating Lessee and thereafter promptly make available to Lender any amendments filed with respect to such reports and all notices, responses, audit reports or inquiries with respect to such reports. (f) Operating Lessee shall furnish Lender, within thirty (30) days of receipt but at least five (5) days prior to the earliest date on which Operating Lessee is required to take any action with respect thereto or would suffer any adverse consequence, a copy of any Health Care Authority or Program survey report or any statement of deficiencies relating to a RIDEA Facility, including for any Skilled Nursing Facility any reports making a finding of “Immediate Jeopardy”, a deficiency score of “substandard quality of care” (as that term is defined in Part 488 or 42 C.F.R.), or a “G” level deficiency cited in two consecutive Facility Surveys in a case where a “G” level deficiency was found in a Facility Survey earlier in the same cycle, and for each RIDEA Facility, within the time period required by the particular Health Care Authority or Program for furnishing a plan of correction also furnish or cause to be furnished to Lender a copy of the plan of correction generated from such Facility survey or report for Operating Lessee and all subsequent correspondence related thereto, and use commercially reasonable efforts to correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or of full participation in any Program by the date required for cure by such Health Care Authority (plus extensions granted by such Health Care Authority). (g) Operating Lessee shall furnish Lender, within ten (10) Business Days after receipt thereof by Operating Lessee, any other notices or charges issued relating to the material non‑compliance by Operating Lessee with Health Care Requirements, provided however that Lender shall be promptly notified in writing of any inquiry or investigation relating to a RIDEA Facility by any State Medicaid Fraud Control Unit, any State Office of Medicaid Inspector General, any State Attorney General, the United States Department of Health and Human Services, Office of the Inspector General, or by the United States Department of Justice of the Operating Lessee or any RIDEA Facility. (h) Borrower or Mortgage Borrower shall provide prompt written notice upon learning of any inquiry or investigation relating to a Non-RIDEA Facility by the State Medicaid Fraud Control Unit, the State Office of Medicaid Inspector General, the State Attorney General, the United States Department of Health and Human Services, Office of the Inspector General, or by the United States Department of Justice of a Master Tenant, Subtenant or any Non-RIDEA Facility. (i) Operating Lessee shall cause all admission agreements and services agreements with residences of the RIDEA Facilities to materially comply with all Health Care Requirements. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause all admission agreements and services agreement with residents of the Non-MOB Facilities (other than the RIDEA Facilities) to materially comply with all Health Care Requirements. (j) Operating Lessee shall furnish Lender, within ten (10) Business Days of the receipt by Operating Lessee, any and all written notices from any Health Care Authority or Program that (i) Operating Lessee’s Program certification, as applicable, is being or could reasonably be expected to be revoked or suspended or (ii) action is being taken by such Health Care Authority or Program to discontinue, suspend, deny, materially decrease or recoup any material payments due, made or coming due to Operating Lessee, or related to the operation of any RIDEA Facility, any of which would reasonably be expected to have a Material Adverse Effect. (k) Operating Lessee shall cause each RIDEA Facility to be operated in a manner that will not result in a reduction, suspension, denial or elimination of reimbursement for services from, or recoupment for, any Program, any of which could reasonably be expected to have a Material Adverse Effect. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and each Subtenant to cause the Non-MOB Facilities (other than the RIDEA Facilities) to be operated in a manner that will not result in a reduction, suspension, denial or elimination of reimbursement for services from, or recoupment for, any Program. (l) Borrower shall, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause each of its Tenants (including, without limitation, any Master Tenant and any Subtenant) to deliver all reporting required to be delivered by such Tenant under such Tenant’s Lease and Borrower shall, within five ten (510) Business Days of its receipt thereof, deliver to Lender all reporting delivered by Tenant to Borrower.

Appears in 2 contracts

Samples: Loan Agreement (NorthStar Healthcare Income, Inc.), Loan Agreement (Northstar Realty Finance Corp.)

Health Care Covenants. Without limiting the generality of the provisions of Section 6.05, the Borrower hereby represents, covenants and agrees as follows: (a) If and to the extent required under applicable Laws, Borrower shall cause Operating Lessee each Eligible Tenant to maintain in full force and effect a valid certificate of need (“CON”) or similar certificate, license, or approval issued by the State Regulator for the requisite number of Licensed Beds in the Real Property Assets, and a provider agreement or other required documentation of approved provider status for each provider payment or reimbursement program with which such Eligible Tenant participates, if applicable. Borrower shall cause each Eligible Tenant to operate the operations conducted or to be conducted at each RIDEA Facility to be conducted Real Property Assets in a manner consistent such that the Licenses shall remain in all material respects with Health Care Requirements and, in connection therewith, Borrower covenants thatfull force and effect. True and complete copies of the Licenses have been delivered to Lender. (b) The Licenses: (i) Operating Lessee shall cause a standard of care to be maintained for the residents of each RIDEA Facility at all times at a level necessary to insure a level of quality care for the residents of such RIDEA Facility in compliance in all material respects with Health Care Requirements; (ii) Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant Are not now and each Subtenant to cause a standard of care to be maintained in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products or gases, and medical waste, of any kind and in any form, that is in compliance in all material respects with all applicable Legal Requirements and Health Care Requirements; (iii) Operating Lessee shall cause each RIDEA Facility to be operated in a prudent manner in material compliance with applicable Health Care Requirements relating thereto and all material Health Care Licenses and Program participation agreements; (iv) Operating Lessee shall cause all deposits relating to Health Care Requirements, including deposits relating to residents or residency agreements to be maintained in material compliance with all Health Care Requirements. Operating Lessee shall, upon reasonable written request, provide Lender with evidence reasonably satisfactory to Lender of Operating Lessee compliance with the foregoing; and (v) Operating Lessee shall cause all residency and other agreements with residents of the RIDEA Facilities to materially comply with all applicable Health Care Requirements. (b) Operating Lessee shall not and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to not cause or permit any Master Tenant and/or any Subtenant to, (A) assign or transfer any of its interest in any Health Care Licenses or Program (including rights to payment thereunder) pertaining to Mortgage Borrower, such Master Tenant and/or such Subtenant or any applicable Facility, including each RIDEA Facility, as applicable, or (B) assign or transfer, remove or permit any other Person to physically transfer or remove any current records pertaining to any applicable Facility, including each RIDEA Facility, as applicable, therefrom, including a material number of resident records, medical and clinical records (except for removal of such patient resident records as directed by the patients or residents owning such records), without Lender’s prior written consent, which consent shall will not be unreasonably withheld. (c) Operating Lessee shall not and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and/or each Subtenant to not, with respect to each Health Care License (i) transfer such Health Care License transferred to any location other than the applicable Facility, including each RIDEA Facility, as applicable or Real Property Asset; and (ii) pledge such Health Care License Shall continue in full force and effect throughout the term of the Loan and will remain free from restrictions or known conflicts, and shall not be provisional, probationary or restricted in any manner, which would materially impair the use or operation of the applicable Real Property Asset as collateral security and Operating Lessee shall hold a skilled nursing facility. (and c) Borrower shall cause Mortgage Borrower not do, and shall not permit any Eligible Tenant to use commercially reasonable efforts do (or suffer to cause Master Tenant and/or Subtenant be done), any of the following with respect to holdthe Real Property Assets: (i) Rescind, withdraw, revoke, or amend the number of Licensed Beds permitted under the Licenses or otherwise amend the Licenses in such Health Care License free from restriction a manner that results in a Material Adverse Effect or known conflict that would otherwise diminish or impair the nature, tenor or scope of the Licenses which could reasonably be expected to have an Material Adverse Effect.materially impair the use or operation of the applicable Real Property Asset as a skilled nursing facility; (d) Operating Lessee shall not materially change the terms of any Program participation agreement or its normal billing, payment or reimbursement policies or related procedures, including the amount and timing of finance charges, fees and write-offs. (e) Operating Lessee shall (i) use commercially reasonable efforts to ensure that all required Program cost reports and all required filings for the RIDEA Facilities are accurate and complete and not misleading in any material respect, and (ii) file all required Program cost reports and required filings on Amend or prior to otherwise change the date such reports are due including any extensions. Operating Lessee will make available to Lender a complete and accurate copy number of all Program cost reports and required filings for Operating Lessee and thereafter promptly make available to Lender any amendments filed with respect to such reports and all notices, responses, audit reports or inquiries with respect to such reports. (f) Operating Lessee shall furnish Lender, within thirty (30) days of receipt but at least five (5) days prior to the earliest date on which Operating Lessee is required to take any action with respect thereto or would suffer any adverse consequence, a copy of any Health Care Authority or Program survey report or any statement of deficiencies relating to a RIDEA Facility, including for any Skilled Nursing Facility any reports making a finding of “Immediate Jeopardy”, a deficiency score of “substandard quality of care” (as that term is defined in Part 488 or 42 C.F.R.), or a “G” level deficiency cited in two consecutive Facility Surveys in a case where a “G” level deficiency was found in a Facility Survey earlier in the same cycle, and for each RIDEA Facility, within the time period required by the particular Health Care Authority or Program for furnishing a plan of correction also furnish or cause to be furnished to Lender a copy of the plan of correction generated from such Facility survey or report for Operating Lessee and all subsequent correspondence related thereto, and use commercially reasonable efforts to correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or of full participation in any Program by the date required for cure by such Health Care Authority (plus extensions granted by such Health Care Authority). (g) Operating Lessee shall furnish Lender, within ten (10) Business Days after receipt thereof by Operating Lessee, any other notices or charges issued relating to the material non‑compliance by Operating Lessee with Health Care Requirements, provided however that Lender shall be promptly notified in writing of any inquiry or investigation relating to a RIDEA Facility by any State Medicaid Fraud Control Unit, any State Office of Medicaid Inspector General, any State Attorney General, the United States Department of Health and Human Services, Office of the Inspector General, or by the United States Department of Justice of the Operating Lessee or any RIDEA Facility. (h) Borrower or Mortgage Borrower shall provide prompt written notice upon learning of any inquiry or investigation relating to a Non-RIDEA Facility Licensed Beds approved by the State Medicaid Fraud Control Unit, the State Office of Medicaid Inspector General, the State Attorney General, the United States Department of Health and Human Services, Office of the Inspector General, or by the United States Department of Justice of Regulator in such a Master Tenant, Subtenant or any Non-RIDEA Facility. (i) Operating Lessee shall cause all admission agreements and services agreements with residences of the RIDEA Facilities to materially comply with all Health Care Requirements. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause all admission agreements and services agreement with residents of the Non-MOB Facilities (other than the RIDEA Facilities) to materially comply with all Health Care Requirements. (j) Operating Lessee shall furnish Lender, within ten (10) Business Days of the receipt by Operating Lessee, any and all written notices from any Health Care Authority or Program manner that (i) Operating Lessee’s Program certification, as applicable, is being results or could reasonably be expected to be revoked or suspended or (ii) action is being taken by such Health Care Authority or Program to discontinue, suspend, deny, materially decrease or recoup any material payments due, made or coming due to Operating Lessee, or related to the operation of any RIDEA Facility, any of which would reasonably be expected to have result in a Material Adverse Effect.Effect or otherwise diminishes or impairs the use or operation of the applicable Real Property Asset as a skilled nursing facility; or (kiii) Operating Lessee shall cause each RIDEA Facility Replace or transfer all or any part of any Real Property Asset’s Licensed Beds to be operated in a manner that will not result in a reduction, suspension, denial another site or elimination of reimbursement for services from, or recoupment for, any Program, any of which could reasonably be expected to have a Material Adverse Effect. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause each Master Tenant and each Subtenant to cause the Non-MOB Facilities (location other than the RIDEA Facilities) to be operated in a manner that will not result in a reduction, suspension, denial or elimination of reimbursement for services from, or recoupment for, any Program. (l) Borrower shall, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause each of its Tenants (including, without limitation, any Master Tenant and any Subtenant) to deliver all reporting required to be delivered by such Tenant under such Tenant’s Lease and Borrower shall, within five (5) Business Days of its receipt thereof, deliver to Lender all reporting delivered by Tenant to Borrower.another Real Property Asset;

Appears in 1 contract

Samples: Credit Agreement (Bellingham II Associates, L.L.C.)