Common use of Healthcare Operations Clause in Contracts

Healthcare Operations. (a) Borrower will: (i) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses of Borrowers as they are conducted on the Closing Date, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses of Borrowers as they are conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent); (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent; (iv) [RESERVED]; (v) [RESERVED]; or (vi) any fact, event or circumstance for which notice to Agent is required under Section 8.2. (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower will at all times be HIPAA Compliant.

Healthcare Operations. (a) Borrower will: (i) will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any material respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing DateBorrowers’ business and assets, all Healthcare material Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent); (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness Debt to Agent;Agent and each Lender under this Agreement and the other Financing Documents; or (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent; (iv) [RESERVED]; (v) [RESERVED]; or (vi) any fact, event or circumstance for which notice to Agent is required under Section 8.2material Permit. (d) In connection with the development, testing, manufacture, marketing or sale of each and any Product by any Borrower, Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes shall comply in all material respects with all Regulatory Required Permits at least all times issued by any Governmental Authority, specifically including the following components and allows Agent and/or FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by Borrower as such activities are at any outside consultants from such time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCPbeing conducted by Borrower. (e) Each Borrower will at all times shall conduct its business in accordance with Healthcare Laws, except where the failure to do so would not reasonably be HIPAA Compliant.expected to have a Material Adverse Effect. MidCap / Aptevo Therapeutics / Credit and Security Agreement

Healthcare Operations. (a) Borrower will: (i) will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than renewals, cost reports as provided in Section 8.4(a)(ii) below) and other reports of every kind whatsoever required by applicable Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing Dateany Project for its current use, all Healthcare Permits necessary under applicable Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent);) or to any location other than a Project approved by Agent in advance in writing; CHICAGO/#2321168.11 (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent, including, without limitation, (A) any change to the authorized units/beds capacity of any Project and/or the number of units/beds approved by the applicable Governmental Authority, and (B) any transfer all or any part of any Project’s authorized units or beds to another site or location; (iv) [RESERVED]any voluntary transfer of any resident of any Project to any other facility, unless such transfer is at the request of the resident (without economic incentives being given to the resident by an Affiliate of any Borrower) or its payor or is for reasons relating to non-payment or the health, required level of medical care or safety of the resident to be transferred; (v) [RESERVED]without Agent’s prior written consent, the provision by any Borrower of additional regulated services at any Project, including, without limitation, medical services; or (vi) any fact, event or circumstance for which notice to Agent is required under Section 8.28.1. (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower will at all times be be, and cause all Managers to be, HIPAA Compliant. (f) If any Project is currently accredited by JCAHO, Borrower will (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to JCAHO a plan of correction for any deficiencies listed on any JCAHO accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without limitation or impairment of such JCAHO accreditation.

Healthcare Operations. (a) Borrower will: (i) Borrowers will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Healthcare Permit renewals and reports (other than renewals, cost reports as provided in Section 8.4(a)(ii) below) and other reports of every kind whatsoever required by applicable Healthcare Laws (which cost reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettledmaterial respect); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower Borrowers will maintain maintain, or cause to be maintained, in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing Dateany Project for its current use, all Healthcare Permits necessary under applicable Healthcare Laws to carry on the businesses of Borrowers business at the Projects as they are it is conducted on the Closing Date. (c) Borrower Borrowers will not suffer or permit to occur any of the following: (i) any transfer change of ownership of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent)) or to any location other than a Project approved by Agent in advance in writing; (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent, to the extent permissible by Law; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent, including, without limitation, (A) any change to the authorized units/beds and persons served capacity of any Project and/or the number of units/beds and persons served approved by the applicable Governmental Authority, and (B) any transfer of all or any part of any Project’s authorized units or beds to another site or location; (iv) [RESERVED]any facility-initiated transfer of any resident of any Project to any other facility without reasonable cause, unless such transfer is at the request of the resident (without economic incentives being given to the resident by an Affiliate of any Borrower) or its payor or is for reasons relating to non-payment or the health of the resident, required level of medical care of the resident or safety of the resident or other residents of the facility; (v) [RESERVED]without Agent’s prior written consent and all necessary Healthcare Permits, the provision by any Borrower of additional regulated services at any Project, including, without limitation, medical services; or (vi) any fact, event or circumstance for which notice to Agent is required under Section 8.28.1. (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP[Reserved]. (e) Borrower Borrowers will at all times be be, and cause all Operators to be, HIPAA Compliant.

Healthcare Operations. (a) Borrower will: (i) timely file or caused cause to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii8.3(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any material respect and shall not remain open or unsettled); and (ii) timely file or caused cause to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower Borrowers will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing DateBorrowers’ business and assets, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Except as would not reasonably be expected to result in a Material Adverse Effect, Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent); (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent; (iv) [RESERVED]; (v) [RESERVED]; or (vi) in any fact, event or circumstance for which notice to Agent is required under Section 8.2material respect. (d) In connection with the development, testing, manufacture, marketing or sale of each and any Product by any Borrower, Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws shall comply with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower will all Regulatory Required Permits at all times issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by Borrower as such activities are at any such time being conducted by Borrower, except, in each case, to the extent a failure to do so would not reasonably be HIPAA Compliantexpected to result in a Material Adverse Effect.

Healthcare Operations. (a) Borrower will: (i) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettledunsettled other than in the Ordinary Course of Business); and; (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing Dateany Project for its current use, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent)) or to any location other than a Project approved by Agent in advance in writing; (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent; (iii) any rescission, withdrawal, revocation, amendment or material modification of or other material alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent; , which consent shall not be unreasonably withheld, including, without limitation, (ivA) [RESERVED]; any change to the authorized units/beds and persons served capacity of any Project and/or the number of units/beds and persons served approved by the applicable Governmental Authority, and (vB) [RESERVED]any transfer all or any part of any Project’s authorized units or beds to another site or location; or (viiv) any fact, event or circumstance for which notice to Agent is required under Section 8.2.; (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants of Agent’s authorized representatives from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuselaws; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agentsemployees, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problemsprocedures; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCPpolicies; and (vi) mechanisms to immediately respond to detected violations of the CCP.; (e) Borrower will at all times be HIPAA CompliantCompliant except where failure to be so would cause a Material Adverse Effect; (f) If any Project is currently accredited by an Accrediting Organization, Borrower will (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to the Accrediting Organization a plan of correction for any deficiencies listed on any accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without material limitation or impairment such accreditation.

Healthcare Operations. (a) Borrower Borrowers will: (i1) maintain applicable Medicare and Medi-Cal provider numbers, (2) maintain applicable TRICARE provider numbers, (3) have filed with Medicare and Medi-Cal all reassignment of benefit notices for payments for medical and health care services rendered by physicians at the Hospital or any of the other Hospital Facilities, to the extent such reassignments are required under applicable Medicare, Medi-Cal and TRICARE rules, and (4) to the extent any Borrower shall enter into any other arrangements with non-governmental third-party payors, use commercially reasonable efforts to enter into agreements with such third-party payors in form and substance satisfactory to Agent. (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (iiiii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower Borrowers will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing DateHospital or any of the other Hospital Facilities for its current use, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower Borrowers will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent)) or to any location other than a Hospital Facility approved by Agent in advance in writing; (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent, including, without limitation, (A) any change to the authorized units/beds and persons served capacity of the Hospital or any of the other Hospital Facilities and/or the number of units/beds and persons served approved by the applicable Governmental Authority, and (B) any transfer all or any part of the Hospital’s authorized units or beds to another site or location; (iv) [RESERVED]; (v) [RESERVED]without Agent’s prior written consent, the provision by any Borrower of additional regulated services at the Hospital or any of the other Hospital Facilities, including, without limitation, medical services; or (viv) any fact, event or circumstance for which notice to Agent is required under Section 8.2. (d) Borrower Borrowers will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: : (i) standards of conduct and procedures that describe compliance policies regarding laws Laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws Laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower If the Hospital nor any of the other Hospital Facilities is currently accredited by an Accrediting Organization, Borrowers will at (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to the Accrediting Organization a plan of correction for any deficiencies listed on any accreditation survey report, and (iii) cure all times be HIPAA Compliantsuch deficiencies within such time frame as is necessary to preserve and maintain in good standing and without limitation or impairment such accreditation.

Healthcare Operations. Without limiting the generality of the foregoing covenants and to induce Agent and Lenders to enter into this Agreement and to make the Term Loan and other credit accommodations contemplated hereby, Borrower hereby covenants and agrees with Agent and Lenders that: (a) Borrower willwill or will cause Operator or Manager to: (i) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing Dateany Healthcare Facility for its current use, all Healthcare Permits necessary under Healthcare Laws (A) to carry on the businesses business of Borrowers Borrower and Operator as they are it is conducted on the Closing Date., and (B) if Operator receives or has applied for Medicaid or Medicare reimbursements as part of its business, to continue to receive reimbursement under Medicare and Medicaid in substantial compliance with all requirements for participation in, and for the licensure required to provide the services that are reimbursable under, Medicare and Medicaid, including, without limitation, the Medicare and Medicaid Patient Protection Act of 1987, as the same may be amended, and such other Third Party Payor Programs as to which any Operator receives or has applied for reimbursement as part of its business; (cii) Borrower will not suffer or permit to occur any of the following: (i1) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers Borrower or Agent)Lender) or to any location other than a Healthcare Facility approved by Agent in advance in writing; (ii2) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to AgentAgent and Lenders; (iii3) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent, including, without limitation, (i) any change to the authorized units/beds capacity of any Healthcare Facility and/or the number of units/beds approved by the applicable Government Authority, and (ii) any transfer all or any part of any Healthcare Facility’s authorized units or beds to another site or location; (iv4) [RESERVED]any voluntary transfer of any resident of any Healthcare Facility to any other facility, unless such transfer is at the request of the resident (without economic incentives being given to the resident by an Affiliate of Operator) or its payor or is for reasons relating to non-payment or the health, required level of medical care or safety of the resident to be transferred; (v5) [RESERVED]without Agent’s prior written consent, the provision by Operator of regulated services in addition to those required by Healthcare Permits at any Healthcare Facility; or (vi6) any fact, event or circumstance for which notice to Agent Lender is required under Section 8.2.9.6 and which would reasonably be expected to have a Material Adverse Effect on Borrower; (diii) Borrower will cause all Healthcare Permits and any other agreements necessary for the use and operation of the Healthcare Facility to remain in effect without reduction in the number of licensed beds or beds authorized for use in applicable Third Party Payor Programs; (iv) following the occurrence and during the continuance of any Event of Default, upon Lender’s request, if permitted by any applicable legal requirements, turn over to Lender all resident deposits (and any interest theretofore earned thereon) with respect to the Healthcare Facilities, to be held by Lender subject to the terms of their related agreements; (v) provide to Lender upon request, an accurate, complete and current list of all participation agreements with Third Party Payors with respect to the business of Operator; and (vi) maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent Lender and/or any outside consultants from time to time to review such CCP: (ia) standards of conduct and procedures that describe compliance policies regarding laws Laws with an emphasis on prevention of fraud and abuse; (iib) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iiic) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws Laws and illegal billing practices; (ivd) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (ve) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vif) mechanisms to immediately respond to detected violations of the CCP. (eb) If any Healthcare Facility is currently accredited by JCAHO, Operator shall (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to JCAHO a plan of correction for any deficiencies listed on any JCAHO accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without limitation or impairment such JCAHO accreditation. (c) If required under applicable Healthcare Laws, Borrower has and shall maintain or shall cause Operator to have and maintain, in full force and effect a valid CON for no less than the number of beds and units in the Healthcare Facilities as of the date of this Agreement. (d) Borrower will at all times be HIPAA Compliantshall, or shall cause Operator to, maintain any applicable CON free from restrictions or known conflicts which would materially impair the use or operation of each Healthcare Facility for its current use, and shall not permit any CON to become provisional, probationary or restricted in any way.

Healthcare Operations. (a) Borrower will: (i) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii6.19(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing Dateany Project for its current use, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent)Lender) or to any location other than a Project approved by Lender in advance in writing; (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to AgentLender; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without AgentLender’s prior written consent; (iv) [RESERVED]; any voluntary transfer of any resident of any Project to any other facility, unless such transfer is at the request of the resident (vwithout economic incentives being given to the resident by an Affiliate of any Borrower) [RESERVED]or its payor or is for reasons relating to non-payment or the health, required level of medical care or safety of the resident to be transferred; or (viv) any fact, event or circumstance for which notice to Agent Lender is required under Section 8.2Sections 5.20 and 6.1(h). (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent Lender and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower will at all times be HIPAA Compliant. (f) If any Project is currently accredited by an Accrediting Organization, Borrower will (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to the Accrediting Organization a plan of correction for any deficiencies listed on any accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without limitation or impairment such accreditation.

Healthcare Operations. (a) Borrower will: (i) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii8.3(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing DateBorrowers’ business and assets, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent); (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness Debt to AgentAgent and each Lender under this Agreement and the other Financing Documents and the Affiliated Financing Documents; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consentPermit; (iv) [RESERVEDreserved]; (v) [RESERVEDreserved]; or (vi) any fact, event or circumstance for which notice to Agent is required under Section 8.2. (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower Borrowers are and will at all times be HIPAA Compliant. (f) In connection with the development, testing, manufacture, marketing or sale of each and any Product by any Borrower, Borrower shall comply in all material respects with all Regulatory Required Permits at all times issued by any Government Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by Borrower as such activities are at any such time being conducted by Borrower.

Healthcare Operations. (a) Borrower will: (i) will timely file or caused cause to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing DateBorrower’s business, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers Borrower as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers Borrower or Agent)Lender) or to any location; (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to AgentLender or Permitted Indebtedness (but only to the extent such pledge or hypothecation would not materially and adversely affect Borrower’s ability to invoice and collect payments from Account Debtors) or in connection with any out-licenses (or sub-licenses) of Intellectual Property to the extent permitted hereunder; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without AgentXxxxxx’s prior written consent; (iv) [RESERVED]; (v) [RESERVED]; or (viiv) any fact, event or circumstance for which notice to Agent Lender is required under Section 8.2Sections 5.20 and 6.1(h). (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower will at all times be HIPAA Compliant.

Healthcare Operations. (a) Borrower will: (i) timely file or caused cause to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Lawsany Third Party Payor, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing Dateany Project for its current use, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers as they are it is conducted on the Closing Date. (c) Borrower will not suffer or permit to occur any of the following: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers or Agent)) or to any location other than a Project approved by Agent in advance in writing; (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness to Agent; (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent, including, without limitation, (A) any change to the authorized units/beds and persons served capacity of any Project and/or the number of units/beds and persons served approved by the applicable Governmental Authority, and (B) any transfer all or any part of any Project’s authorized units or beds to another site or location; (iv) [RESERVED]; (v) [RESERVED]without Agent’s prior written consent, the provision by any Borrower of additional regulated services at any Project, including, without limitation, medical services; or (viv) any fact, event or circumstance for which notice to Agent is required under Section 8.2. (d) Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower Borrowers will at all times be HIPAA Compliant. (f) If any Project is currently accredited by an Accrediting Organization, Borrower will (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to the Accrediting Organization a plan of correction for any deficiencies listed on any accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without limitation or impairment such accreditation.

Healthcare Operations. (a) The Borrower will: (i) timely file or caused cause to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.4(a)(ii5.23(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and (ii) timely file or caused cause to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the businesses use or operation of Borrowers as they are conducted on the Closing DateBorrower’s business and assets, all Healthcare Permits necessary under Healthcare Laws to carry on the businesses business of Borrowers the Borrower as they are it is conducted on the Closing Date, except where failure to do so would not result in a Material Adverse Effect. (c) The Borrower will not suffer or permit to occur any of the following, except where such event would not result in a Material Adverse Effect: (i) any transfer of a Healthcare Permit or rights thereunder to any Person (other than Borrowers the Borrower or the Administrative Agent); (ii) any pledge or hypothecation of any Healthcare Permit as collateral security for any indebtedness other than indebtedness Indebtedness to Agent;the Administrative Agent and each Lender under this Agreement and the other Loan Documents; or (iii) any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit without Agent’s prior written consent; (iv) [RESERVED]; (v) [RESERVED]; or (vi) any fact, event or circumstance for which notice to Agent is required under Section 8.2Permit. (d) In connection with the development, testing, manufacture, marketing or sale of each and any Product by any Borrower, Borrower will maintain a corporate health care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws shall comply in all material respects with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (e) Borrower will all Regulatory Required Permits at all times be HIPAA Compliantissued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by Borrower as such activities are at any such time being conducted by Borrower, except where failure to do so would not result in a Material Adverse Effect.