Common use of Healthcare Representations Clause in Contracts

Healthcare Representations. Borrower represents and warrants to Administrative Agent and Lenders that: (a) Each Project (i) is being operated as an independent living, skilled nursing, memory care or assisted living facility, having the number of Residential Units as set forth on Exhibit A, attached hereto, (ii) if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in all material respects in compliance with all applicable Requirements of Law (and, to the extent that failure to comply with any such Requirements of Law would materially and adversely affect the operation of a Project, is in compliance with such Requirement of Law) including (A) staffing requirements, (B) health and fire safety codes, including quality and safety standards, (C) accepted professional standards and principles that apply to professionals providing services at the Projects; (D) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (E) insurance, reimbursement and cost reporting requirements, (F) government payment program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Projects’ physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies and services and fee splitting, and (H) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator with respect to the Projects. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program. The Third Party Payor Programs to which Borrower or any Operator may presently be subject with respect to any Project are listed on Schedule 6.22(a). [Summit Healthcare] 60 (b) All Primary Licenses necessary for using and operating the Projects for the uses described in clause (a), above are listed on Schedule 6.22(b), are either held by, or will be held by, Borrower or the applicable Operator, as required under applicable Law, and are in full force and effect. (c) Except as set forth on Schedule 6.22 hereof, with respect to any Project, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Project for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto at then current rate certifications, or (iv) result in any other civil or criminal penalty or remedy, or which could result in the appointment of a receiver. (d) With respect to any Project, except as set forth on Schedule 6.22, no Project has received a notice of violation at a level that under applicable Law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Project, no Operator currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Project, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and there have been no violations threatened against any Project’s, or any Operator’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered. (e) With respect to any Project, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at the Project, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Approved Insurer’s programs that would materially adversely affect Operators or Borrower. (f) Neither Borrower nor any Operator has received federal funds authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended. [Summit Healthcare] 61 (g) With respect to each Project, substantially all of the patient and resident care agreements with respect to such Project conform in all material respects with the form patient or resident care agreements that have been delivered to Administrative Agent and all such agreements are in compliance with Healthcare Laws. (h) Borrower’s and Operator’s private payor, Medicaid, Medicare, and/or managed care company, insurance company or other third party insurance accounts receivable with respect to the Projects are free of any Liens and neither Borrower nor Operators have pledged any of their respective receivables as collateral security for any loan or indebtedness. (i) Neither Borrower nor Operator is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at the Projects and there are no threatened or pending labor disputes at the Projects.

Healthcare Representations. Borrower represents and warrants to Administrative Agent and Lenders that: (a) Each Project (i) is being operated as an independent living, a skilled nursing, memory nursing facility or intermediate care or assisted living facility, having the number of Residential Units as set forth on Exhibit A, attached hereto, (ii) if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in all material respects in compliance with all applicable Requirements of Law (and, to the extent that failure to comply with any such Requirements of Law would materially and adversely affect the operation of a Project, is in compliance with such Requirement of Law) including (A) staffing requirements, (B) health and fire safety codes, including quality and safety standards, (C) accepted professional standards and principles that apply to professionals providing services at the Projects; (D) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (E) insurance, reimbursement and cost reporting requirements, (F) government payment program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Projects’ physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies and services and fee splitting, and (H) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator with respect to the Projects. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program. The Third Party Payor Programs to which Borrower or any Operator may presently be subject with respect to any Project are listed on Schedule 6.22(a). [Summit Healthcare] 60. (b) All Primary Licenses necessary for using and operating the Projects for the uses described in clause (a), above are listed on Schedule 6.22(b), are either held by, or will be held by, Borrower or the applicable Operator, as required under applicable Law, and are in full force and effect. (c) Except as set forth on Schedule 6.22 hereof, with respect to any Project, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Project for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto at then current rate certifications, or (iv) result in any other civil or criminal penalty or remedy, or which could result in the appointment of a receiver. (d) With respect to any Project, except as set forth on Schedule 6.22, no Project has received a notice of violation at a level that under applicable Law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Project, no Operator currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any Project, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and there have been no violations threatened against any Project’s, or any Operator’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered. (e) With respect to any Project, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at the Project, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Approved Insurer’s programs that would materially adversely affect Operators or Borrower. (f) Neither Borrower nor any Operator has received federal funds authorized under the Xxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended. [Summit Healthcare] 61. (g) With respect to each Project, substantially all of the patient and resident care agreements with respect to such Project conform in all material respects with the form patient or resident care agreements that have been delivered to Administrative Agent and all such agreements are in compliance with Healthcare Laws. (h) BorrowerXxxxxxxx’s and Operator’s private payor, Medicaid, Medicare, and/or managed care company, insurance company or other third party insurance accounts receivable with respect to the Projects are free of any Liens and neither Borrower nor Operators have pledged any of their respective receivables as collateral security for any loan or indebtedness. (i) Neither Borrower nor Operator is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at the Projects and there are no threatened or pending labor disputes at the Projects.

Healthcare Representations. Borrower represents and warrants to Administrative Agent and Lenders that: (a) Each Project (i) is being operated as an independent living, skilled nursing, memory care or assisted living facility, skilled nursing facility or intermediate care facility having the number of Residential Units as set forth on Exhibit A, attached hereto, (ii) if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in all material respects in compliance with all applicable Requirements of Law (and, and to the extent that failure to comply with any such Requirements of Law would materially and adversely affect the operation of a such Project, is in compliance with such Requirement of Law) Law including (A) staffing requirements, (B) health and fire safety codes, including quality and safety standards, (C) accepted professional standards and principles that apply to professionals providing services at the Projectssuch Project; (D) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (E) insurance, reimbursement and cost reporting requirements, (F) government payment program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Projects’ such Project’s physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies and services and fee splitting, and (H) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator with respect to the Projectssuch Project. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program. The Third Party Payor Programs to which Borrower or any Operator may presently be subject with respect to any Project are listed on Schedule 6.22(a). [Summit Healthcare] 60LOAN AGREEMENT – Page 57[Heritage Wxxxx] (b) All Primary Licenses necessary for using and operating the Projects for the uses described in clause (a), above are listed on Schedule 6.22(b), are either held by, or will be held by, by Borrower or the applicable Operator, as required under applicable Law, and are in full force and effect. (c) Except as set forth on Schedule 6.22 hereof, with respect to any Project, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such Project for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto at then current rate certifications, or (iv) result in any other civil or criminal penalty or remedy, or which could result in the appointment of a receiver. (d) With respect to any Project, except Except as set forth on Schedule 6.22, no Project has received a notice of violation at a level that under applicable Law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against any Project, no Operator currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any the Project, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and there have been no violations threatened against any the Project’s, or any Operator’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered. (e) With respect to any Project, there There are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at the Project, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Approved Insurer’s programs that would materially adversely affect Operators or Borrower. (f) Neither Borrower nor any Operator has received federal funds authorized under the XxxxHxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended. [Summit Healthcare] 61. (g) With respect to each Project, substantially Substantially all of the patient and resident care agreements with respect to such each Project conform in all material respects with the form patient or resident care agreements that have been delivered to Administrative Agent and all such agreements are in compliance with Healthcare Laws.. LOAN AGREEMENT – Page 58[Heritage Wxxxx] (h) Borrower’s and Operator’s private payor, Medicaid, Medicare, and/or managed care company, insurance company or other third party insurance accounts receivable with respect to the Projects are free of any Liens and neither Borrower nor Operators have any Operator has pledged any of their respective receivables as collateral security for any loan or indebtedness. (i) Neither Borrower nor any Operator is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at the Projects any Project and there are no threatened or pending labor disputes at the Projectsany Project.

Healthcare Representations. Borrower represents and warrants to Administrative Agent and Lenders that: (a) Each The Project (i) is being operated as an independent living, skilled nursing, assisted living facility or memory care or assisted living facility, facility having the number of Residential Units as set forth on Exhibit AExhibits A-1 through A-2, LOAN AGREEMENT – Page 54[Summit Pxxxxxxxxx] attached hereto, and (ii) if applicable, has a current provider agreement that is in full force and effect under Medicare and Medicaid, and (iii) is in all material respects in compliance with all applicable Requirements of Law (and, to the extent that failure to comply with any such Requirements of Law would materially and adversely affect the operation of a Project, is in compliance with such Requirement of Law) including (A) staffing requirements, (B) health and fire safety codes, including quality and safety standards, (C) accepted professional standards and principles that apply to professionals providing services at the ProjectsProject; (D) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (E) insurance, reimbursement and cost reporting requirements, (F) government payment program requirements and disclosure of ownership and related information requirements, (G) requirements of applicable Governmental Authorities, including those relating to the Projects’ Project’s physical structure and environment, licensing, quality and adequacy of medical care, distributions of pharmaceuticals, rate setting, equipment, personnel, operating policies and services and fee splitting, and (H) any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by Operator Operators with respect to the ProjectsProject. (b) The Third Party Payor Programs to which Borrower or any Operator may presently be subject with respect to the Project are listed in Part A of Schedule 5.22. There is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor under a Third Party Payor Program. The Third With respect to the Project, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at the Project, and there are no years that are subject to which Borrower an open audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or any Operator may presently be subject with respect to any Project are listed on Schedule 6.22(a). [Summit Healthcare] 60other Approved Insurer’s programs that would materially adversely affect Operators or Borrower. (bc) All Primary Licenses necessary for using and operating the Projects Project for the uses described in clause (a), above are listed on in Part B of Schedule 6.22(b)5.22, are either held by, or will be held by, by Borrower or the applicable Operator, as required under applicable LawHealthcare Laws, and are in full force and effect. (cd) Except as set forth on in Part C of Schedule 6.22 5.22 hereof, with respect to any the Project, there are no inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party or any patient, employee or resident (including including, but not limited to, whistleblower suits, or suits brought pursuant to federal or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on Operators’ ability to accept and/or retain patients or residents or operate such the Project for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any successor programs thereto at then current rate certifications, or (iv) result in any other civil or criminal penalty or remedy, or which could result in the appointment of a receiver. (de) With respect to any the Project, except as set forth on in Part C of Schedule 6.225.22, no the Project has not received a notice of violation at a level that under applicable Law requires the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies LOAN AGREEMENT – Page 55[Summit Pxxxxxxxxx] has been made or penalty enforcement action has been undertaken against any the Project, no Operator currently has outstanding any violation, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that remain outstanding against any the Project, any Operator or against any officer, director, partner, member or stockholder of any Operator, by any Governmental Authority, and there have been no violations threatened against any the Project’s, or any Operator’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open or unanswered. (e) With respect to any Project, there are no current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts actually pending at the Project, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would, in each case, adversely affect any Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or other Approved Insurer’s programs that would materially adversely affect Operators or Borrower. (f) Neither Borrower nor any nor, to Borrower’s Knowledge, Operator has received federal funds authorized under the XxxxHxxx-Xxxxxx Act (42 U.S.C. 291, et seq.), as it may be amended. [Summit Healthcare] 61. (g) With respect to each the Project, substantially all of the patient and resident care agreements with respect to such Project conform in all material respects with the form patient or resident care agreements that have been delivered to Administrative Agent and all such agreements are in compliance with Healthcare Laws. (h) Borrower’s and each Operator’s private payor, Medicaid, Medicare, and/or managed care company, insurance company or other third party insurance accounts receivable with respect to the Projects Project are free of any Liens and neither Borrower nor Operators have pledged any of their respective its receivables as collateral security for any loan or indebtedness. (i) Neither Borrower nor Operator is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at the Projects Project and there are no threatened or pending labor disputes at the ProjectsProject. (j) There exist no Healthcare Investigations affecting the Project. (k) Borrower nor Operator (with respect to its operations at the Project) is a “covered” entity within the meaning of HIPAA or submits claims or disbursement requests to Third Party Payor Programs “electronically” (within the meaning of HIPAA).