Common use of Health Care Permits Clause in Contracts

Health Care Permits. (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living and each Property Operator now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including the operation of the Covered Facility or Covered Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable laws, of all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could constitute a default thereunder or a violation thereof, which default or violation would (with the passage of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, has received any notice of any violation of applicable laws which could (with the passage of time, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, there is no claim challenging the validity of any such Health Care Permit. The continuation, validity and effectiveness of all such Health Care Permits are not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement or any of the other Transaction Documents. (ii) All Covered Facilities are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that any Property Operator has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto.

Health Care Permits. (a) Except as, in the aggregate, would ------------------- not reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole: (i) Each each of ARC Wilora Lake, ARC Wilora Assisted Living the Company and each Property Operator its Subsidiaries now hashas (after giving effect to the Merger), and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, and Ancillary Businesses pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) the Company and each of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator its Subsidiaries is in default in any material respect under, or in violation in any material respect of, any substantially complying with the requirements of each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with iv) neither the passage Company nor any of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operatorits Subsidiaries, has received any written notice of any violation of applicable laws which could any Requirement of Law, (with v) to the passage knowledge of timethe Company, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement Merger or the execution and performance of any of the other Transaction Credit Documents. (iib) All Covered Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any Property Operator of its Subsidiaries has decided to participate in any such programprogram with respect to such Health Care Facility or Ancillary Business, as the case may be, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole.

Health Care Permits. (a) Except as disclosed on Schedule 4.18(a): (i) Each Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) each of ARC Wilora Lake, ARC Wilora Assisted Living Company and each Property Operator its Guarantor Subsidiaries now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including including, without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) Company and each of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator the Guarantor Subsidiaries is in default in any material respect under, or in violation in any material respect of, any substantially complying with the requirements of each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with iv) neither Company nor any of the passage of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property OperatorGuarantor Subsidiaries, has received any written notice of any violation of applicable laws which could any Requirement of Law, (with the passage of time, notice or bothv) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and other than those the absence of which could not reasonably be expected to the best knowledge of Borrowerhave a Material Adverse Effect, (vi) there is no claim filed with any Governmental Authority of which Company or any of the Guarantor Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement or execution and performance of any of the other Transaction Credit Documents. (ii) All Covered Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect (i) all Health Care Facilities owned, leased, managed or operated by Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that Company or any Property Operator of its Guarantor Subsidiaries has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto; and (ii) there are no proceedings pending or, to the knowledge of Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW to Company's or any of the Guarantor Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs. (b) Schedule 4.18(b) contains a true, correct and complete list of all the material Health Care Permits in effect on the Closing Date. For the purposes of this Section 4.18(b), a Health Care Permit shall be deemed "material" if the Credit Parties or a Subsidiary thereof could reasonably expect that any Credit Party or a Subsidiary would, pursuant to the terms thereof, (i) recognize future revenues in excess of $20,000,000 per annum, (ii) incur liabilities or obligations in excess of $20,000,000 per annum or (c) likely suffer damages or losses in excess of $20,000,000 by reason of breach or termination thereof.

Health Care Permits. (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living and each Property Operator now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including the operation of the Covered Facility or Covered Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable laws, of all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, Operator or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None of ARC Wilora Lake, ARC Wilora Assisted Living or any No Property Operator is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could constitute a default thereunder or a violation thereof, which default or violation would (with the passage of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living Owner or any Property Operator, has received any notice of any violation of applicable laws which could (with the passage of time, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, there is no claim challenging the validity of any such Health Care Permit. The continuation, validity and effectiveness of all such Health Care Permits are not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement or any of the other Transaction Documents. (ii) All Covered Facilities are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that any Property Operator has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto.

Health Care Permits. (a) (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living The Borrower and each Property Operator of the Subsidiaries and, to the best of its knowledge, each of the Affiliated Providers, now hashave, and has have no reason to believe it that they will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business their respective businesses or operations wherever now conducted and as planned to be conductedin accordance with all Requirements of Law, including the operation of the Covered Facility or Covered Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to (ii) all applicable laws, of all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, canceled, terminated, rescinded, revoked or assigned. None suspended, (iii) neither the Borrower nor any of ARC Wilora Lakeits Subsidiaries nor, ARC Wilora Assisted Living or to the best of its knowledge, any Property Operator of the Affiliated Providers, is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit, Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the notice or passage of time, time or both, could would constitute a default thereunder or a violation thereof, which default ) that has caused or violation would (with the passage of time, notice or both) result in could reasonably be expected to cause the loss of any such Health Care Permit which is necessary Permit, (iv) neither the Borrower nor any Subsidiary nor, to operate any Covered Facility. Neither Borrowerthe best of its knowledge, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, Affiliated Provider has received any notice of any a violation of applicable laws any Requirement of Law or Contractual Obligation which has caused or could (with the passage of time, notice or both) reasonably be expected to cause any of such Health Care Permits Permit to be modified, rescinded canceled, terminated, rescinded, revoked or revoked. No suspended, (v) no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could reasonably be expected to result in the suspension, cancellation, termination, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, Permit and to (vi) the best knowledge of Borrower, there is no claim challenging the validity of any such Health Care Permit. The continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way be adversely affected by the transactions contemplated by this Agreement Agreement, except for such instances that could not reasonably be expected, individually or any of in the other Transaction Documents. (ii) All Covered Facilities are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored programaggregate, to the extent that any Property Operator has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable theretohave a Material Adverse Effect.

Health Care Permits. (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living The Borrower and each Property Operator of the Subsidiaries and, to the best of its knowledge, each of the Affiliated Providers, now hashave, and has have no reason to believe it that they will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business their respective businesses or operations wherever now conducted and as planned to be conductedin accordance with all Requirements of Law, including the operation of the Covered Facility or Covered Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to (ii) all applicable laws, of all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, canceled, terminated, rescinded, revoked or assigned. None suspended, (iii) neither the Borrower nor any of ARC Wilora Lakeits Subsidiaries nor, ARC Wilora Assisted Living or to the best of its knowledge, any Property Operator of the Affiliated Providers, is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit, Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the notice or passage of time, time or both, could would constitute a default thereunder or a violation thereof, which default ) that has caused or violation would (with the passage of time, notice or both) result in could reasonably be expected to cause the loss of any such Health Care Permit which is necessary Permit, (iv) neither the Borrower nor any Subsidiary nor, to operate any Covered Facility. Neither Borrowerthe best of its knowledge, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, Affiliated Provider has received any notice of any a violation of applicable laws any Requirement of Law or Contractual Obligation which has caused or could (with the passage of time, notice or both) reasonably be expected to cause any of such Health Care Permits Permit to be modified, rescinded canceled, terminated, rescinded, revoked or revoked. No suspended, (v) no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could reasonably be expected to result in the suspension, cancellation, termination, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, Permit and to (vi) the best knowledge of Borrower, there is no claim challenging the validity of any such Health Care Permit. The continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way be adversely affected by the transactions contemplated by this Agreement Agreement, except for such instances that could not reasonably be expected, individually or any of in the other Transaction Documentsaggregate, to have a Material Adverse Effect. (iib) All Covered Facilities are entitled Each Affiliated Provider is (i) fully qualified to participate in, and receive payment under, and in compliance with the appropriate Medicare, Medicaid and related reimbursement programsconditions of participation in each Governmental Program in which such Affiliated Provider has elected to participate or with which such Affiliated Provider has contracted, and any similar state or local government-sponsored program, to the extent that any Property Operator has decided to participate in any such program, (ii) fully qualified and eligible to receive reimbursement from private and commercial payers payors, including, but not limited to employers, insurers and health maintenance organizations, except where the loss of the right to participate in or receive payments under such Governmental Programs or from such payors or organizations could not reasonably be expected to have, individually or in the extent applicable theretoaggregate, a Material Adverse Effect.

Health Care Permits. Other than as set forth in a letter ------------------- dated the Closing Date heretofore delivered to the Agent of the Banks: (1) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) Each each of ARC Wilora Lake, ARC Wilora Assisted Living the Borrower and each Property Operator the Guarantors now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) the Borrower and each of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator the Guarantors is in default in any material respect under, or in violation in any material respect of, any substantially complying with the requirements of each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with iv) neither the passage Borrower nor any of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, Guarantors has received any written notice of any violation of applicable laws which could any Requirement of Law, (with v) to the passage knowledge of timethe Borrower, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, (vi) there is no claim filed with any Governmental Authority of which the Borrower or any of the Guarantors has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated by execution and performance of this Agreement or any of the other Transaction Loan Documents. (ii2) All Covered Health Care Facilities owned, leased, managed or operated by the Borrower or any of the Guarantors are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Borrower or any Property Operator of the Guarantors has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Borrower, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Borrower's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which could reasonably be expected to have a Material Adverse Effect.

Health Care Permits. Except as disclosed in Schedule 4.1(v): ------------------- --------------- (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living and each Property Operator Loan Party now hashas (after giving effect to the Transactions), and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conductedconducted (other than those Health Care Permits the lack of which would not have a Material Adverse Effect), including the ownership and operation of the Covered Facility or Covered Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may beits Health Care Facilities, pursuant to all applicable laws, of all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or any such Property Operator, as the case may be, Loan Party or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator No Loan Party is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with the passage of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered FacilityHealth Care Facility of any Loan Party (other than those Health Care Permits the loss of which would not have a Material Adverse Effect). Neither Borrower nor, to the best knowledge of Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property OperatorLoan Party, has received any notice of any violation of applicable laws which could would (with the passage of time, notice or both) cause any of such Health Care Permits to be modified, rescinded or revokedrevoked (except for modifications, rescissions or revocations which would not have a Material Adverse Effect). No To the best knowledge of Borrower, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, there is no claim filed with any Governmental Authority of which Borrower or any Subsidiary has been notified challenging the validity of any such Health Care Permit. The continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the Transactions or any other actions or transactions contemplated by this Agreement or any of the other Transaction Loan Documents. (ii) All Covered Health Care Facilities owned, leased, managed or operated by any Loan Party are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-government- sponsored program, to the extent that any Property Operator such Loan Party has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto, except any failure or failures to be so entitled relating to payments and reimbursements that, in the aggregate, are less than 10% of the consolidated net revenues of Borrower and its Subsidiaries.

Health Care Permits. Except as disclosed on Schedule 4.22: ------------------- (a) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) Each each of ARC Wilora Lake, ARC Wilora Assisted Living the Borrower and each Property Operator its Subsidiaries now hashas (after giving effect to the Recapitalization), and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including including, without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) the Borrower and each of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator its Subsidiaries is in default in any material respect under, or in violation in any material respect of, any substantially complying with the requirements of each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with iv) neither the passage Borrower nor any of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operatorits Subsidiaries, has received any written notice of any violation of applicable laws which could any Requirement of Law, (with v) to the passage knowledge of timethe Borrower, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, (vi) there is no claim filed with any Governmental Authority of which the Borrower or any of its Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement Recapitalization or the execution and performance of any of the other Transaction Loan Documents. (iib) All Covered Health Care Facilities owned, leased, managed or operated by the Borrower or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Borrower or any Property Operator of its Subsidiaries has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Borrower, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Borrower's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which could reasonably be expected to have a Material Adverse Effect.

Health Care Permits. Except as disclosed on Schedule 9.20: ------------------- ------------- (a) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living and each Property Operator Guarantor now hashas (after giving effect to the Recapitalization), and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including including, without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) each Guarantor is substantially complying with the requirements of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator is in default in any material respect under, or in violation in any material respect of, any each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with the passage of time, notice or bothiv) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, no Guarantor has received any written notice of any violation of applicable laws which could any Requirement of Law, (with v) to the passage knowledge of timeParagon, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, (vi) there is no claim filed with any Governmental Authority of which any Guarantor has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated Recapitalization or the execution and performance of any of the Loan Documents or Operative Agreements. (b) All Health Care Facilities owned, leased, managed or operated by this Agreement Paragon or any of the other Transaction Documents. (ii) All Covered Facilities its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-government- sponsored program, to the extent that Paragon or any Property Operator of its Subsidiaries has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of Paragon, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to Paragon's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which could reasonably be expected to have a Material Adverse Effect.

Health Care Permits. (a) Except as disclosed on Schedule 4.18(a): (i) Each Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) each of ARC Wilora LakeCompany and its Guarantor Subsidiaries now has (after giving effect to the Reorganization), ARC Wilora Assisted Living and each Property Operator now hasor in the case of Closing Date Restructuring CHOW Approvals not received by the Closing Date, has applied for, and has no reason to believe it will not be able to maintain in effecteffect (and obtain within 180 days of the Closing Date, in the case of Closing Date Restructuring CHOW Approvals), all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including including, without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits (except for Closing Date Restructuring CHOW Approvals not yet obtained) are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) Company and each of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator the Guarantor Subsidiaries is in default in any material respect under, or in violation in any material respect of, any substantially complying with the requirements of each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with iv) neither Company nor any of the passage of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property OperatorGuarantor Subsidiaries, has received any written notice of any violation of applicable laws which could any Requirement of Law, (with the passage of time, notice or bothv) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and other than those the absence of which could not reasonably be expected to the best knowledge of Borrowerhave a Material Adverse Effect, (vi) there is no claim filed with any Governmental Authority of which Company or any of the Guarantor Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement Reorganization or the execution and performance of any of the other Transaction Credit Documents. (ii) All Covered Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect (i) all Health Care Facilities owned, leased, managed or operated by Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any Property Operator of its Guarantor Subsidiaries has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto; and (ii) there are no proceedings pending or, to the knowledge of Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of the Guarantor Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs. (b) Schedule 4.18(b) contains a true, correct and complete list of all the material Health Care Permits in effect on the Closing Date. For the purposes of this Section 4.18(b), a Health Care Permit shall be deemed "material" if the Credit Parties or a Subsidiary thereof could reasonably expect that any Credit Party or a Subsidiary would, pursuant to the terms thereof, (i) recognize future revenues in excess of $20,000,000 per annum, (ii) incur liabilities or obligations in excess of $20,000,000 per annum or (c) likely suffer damages or losses in excess of $20,000,000 by reason of breach or termination thereof.

Health Care Permits. Other than as set forth on Schedule 3.12: (1) Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) Each each of ARC Wilora Lake, ARC Wilora Assisted Living the Borrower and each Property Operator the Guarantors now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including without limitation, the ownership and operation of the Covered Facility or Covered its Health Care Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable lawsRequirements of Law, of (ii) all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None , (iii) the Borrower and each of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator the Guarantors is in default in any material respect under, or in violation in any material respect of, any substantially complying with the requirements of each such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could would constitute a default thereunder or a violation thereof, which default or violation would (with iv) neither the passage Borrower nor any of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, Guarantors has received any written notice of any violation of applicable laws which could any Requirement of Law, (with v) to the passage knowledge of timethe Borrower, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, (vi) there is no claim filed with any Governmental Authority of which the Borrower or any of the Guarantors has been notified in writing challenging the validity of any such Health Care Permit. The Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits are will not reasonably expected to be in any way adversely affected by the transactions contemplated by execution and performance of this Agreement or any of the other Transaction Loan Documents. (ii2) All Covered Health Care Facilities owned, leased, managed or operated by the Borrower or any of the Guarantors are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Borrower or any Property Operator of the Guarantors has decided to participate in any such program, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Borrower, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Borrower's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs which could reasonably be expected to have a Material Adverse Effect.