Common use of Healthcare Requirements Clause in Contracts

Healthcare Requirements. Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, cause the operations conducted or to be conducted at each Healthcare Asset and each Healthcare Service, at a minimum, to be conducted in a manner consistent in all material respects with all applicable Healthcare Requirements and, in connection therewith, the Borrower and the Loan Parties further covenant that (in each case, except to the extent that the same would not reasonably be expected to have a Material Adverse Effect): (i) the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products or gases, and medical waste, of any kind and in any form, will be maintained in material compliance with all Healthcare Requirements; (ii) each Healthcare Asset and each Healthcare Service will be operated in material compliance with applicable Healthcare Requirements relating thereto, reimbursement or care contracts, and any other agreements necessary for the certification, licensure or operation of such Healthcare Asset or Healthcare Service as may be necessary for participation in Medicare, Medicaid, Tricare, Veteran’s Administration, any other Federal or state healthcare reimbursement program, or a managed care company, insurance company, and/or any other third party payor arrangement, plan or program, to the extent applicable; (iii) each Healthcare Asset that is a Borrowing Base Asset will remain in effect without material reduction in the number of licensed beds or certified beds; (iv) all deposits relating to Healthcare Requirements, including deposits relating to residents or residency agreements will be maintained in material compliance with all applicable regulatory requirements. If such deposits are in cash, the Borrower and its Subsidiaries shall deposit and hold such deposits in accordance with applicable law; (v) the Borrower and its Subsidiaries shall file all required Medicare or Medicaid cost reports on or prior to the date such reports are due and make available to the Administrative Agent, if requested (within 90 days of the date of such request), a complete and accurate copy of the annual Medicare or Medicaid cost report for the Borrower and its Subsidiaries with respect to the Borrowing Base Assets and subject to privacy limitations under applicable law, which will be prepared by the Borrower or applicable Subsidiary and accompanied by a certificate from a Responsible Officer of the Borrower certifying as of the date thereof that such report is accurate, complete and not misleading, and promptly furnish the Administrative Agent any amendments filed with respect to such reports and all notices, responses, audit reports or inquiries with respect to such reports; and (vi) the Borrower shall cause all residency and other agreements with residents of the Healthcare Assets to comply with all legal requirements and Healthcare Requirements.

Healthcare Requirements. Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, cause the (a) The operations conducted or to be conducted at each Healthcare Asset and each Healthcare Service, at a minimum, to Facility shall be conducted in a manner consistent in all with material respects with all applicable Healthcare Requirements and, in connection therewith, the Borrower further covenants and the Loan Parties further covenant that (in each case, except to the extent that the same would not reasonably be expected to have a Material Adverse Effect):agrees that: (i) the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products or gases, gases and medical waste, of any kind and in any form, will be maintained in material substantial compliance with all Healthcare Requirementsapplicable regulations and laws; (ii) each Healthcare Asset and each Healthcare Service Facility will be operated in a prudent manner in substantial and material compliance with applicable laws and regulations relating thereto and all Healthcare Requirements relating theretoLicenses, reimbursement or care contracts, and any other agreements necessary for the certification, licensure or operation of such Healthcare Asset or Healthcare Service Facility as may be necessary for participation in the Medicare, Medicaid, Tricare, Veteran’s Administration, any other Federal Medicaid or state healthcare TRICARE reimbursement programprograms, or a any managed care company, insurance company, and/or any or other third third-party payor arrangement, plan or program, reimbursement programs to the extent applicable; (iii) each Healthcare Asset that is a Borrowing Base Asset will remain in effect without material reduction in the number of licensed beds or certified bedsbeds authorized for use in Medicare, Medicaid or TRICARE reimbursement programs, or any managed care company, insurance company, or other third-party payor reimbursement programs (unless such reduction is requested by the Borrower or a Subsidiary); (iii) the Facilities will be operated in a manner that will not result in a material reduction, suspension, denial or elimination of reimbursement for services from, or material recoupment by, Medicare, Medicaid, TRICARE or any managed care company, insurance company or other third-party payor; and (iv) all deposits relating to Healthcare Requirements, including deposits relating to residents or residency agreements agreements, will be maintained in material compliance with all applicable regulatory requirements. If such deposits are in cash, the Borrower and its the Subsidiaries shall deposit and hold such deposits in accordance with applicable law;. The Borrower and the Subsidiaries shall cause any bond or other instrument which they are permitted to hold in lieu of cash deposits under any applicable Healthcare Requirements to be maintained in full force and effect and to comply, in all material respects, with any applicable Healthcare Requirements. The Borrower and the Subsidiaries shall, upon request, provide the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent of compliance with the foregoing. (vb) the The Borrower and its the Subsidiaries shall file all required Medicare or Medicare, Medicaid and TRICARE cost reports on or prior to the date such reports are due and promptly make available to the Administrative Agent, if requested (within 90 days of the date of such request)requested, a complete and accurate copy of the annual Medicare Medicare, Medicaid or Medicaid TRICARE cost report for the Borrower and its Subsidiaries with respect to the Borrowing Base Assets and subject to privacy limitations under applicable lawSubsidiaries, which will be prepared by the Borrower or the applicable Subsidiary and accompanied by a an officer’s certificate from a Responsible Officer of the Borrower or such Subsidiary certifying as of the date thereof that such report is accurate, complete accurate and not misleadingcomplete, and promptly furnish the Administrative Agent Agent, if requested, any amendments filed with respect to such reports and all notices, responses, audit reports or inquiries with respect to such reports; and. (vic) The Borrower and the Subsidiaries shall furnish to the Administrative Agent, if requested, within 30 days of such request, the annual Medicaid reimbursement rate sheets and the Medicare published rates, and any amendments thereto. (d) The Borrower and the Subsidiaries shall furnish to the Administrative Agent promptly upon request therefor, a copy of any Medicare, Medicaid, TRICARE or other licensing entity survey report or statement of deficiencies that will include a deficiency score of G or higher, or includes a deficiency score of “substandard quality of care” (as that term is defined in Part 488 of 42 C.F.R.) and within the time period required by the particular agency for furnishing a plan of correction also furnish (or cause to be furnished) to the Administrative Agent a copy of any related plan of correction generated from such survey report for the Borrower or any Subsidiary and by subsequent correspondence related thereto, and correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or of full participation in Medicare, Medicaid or TRICARE by the date required for cure by such agency or entity (plus extensions granted by such agency or entity). (e) The Borrower and the Subsidiaries shall cause all residency and furnish to the Administrative Agent, promptly after receipt thereof by the Borrower or any Subsidiary, any other agreements notices or charges issued relating to the material non-compliance by the Borrower or any Subsidiary with residents any Governmental Authority, laws, regulations, requirements, licenses, permits, certificates, authorizations or approvals (including any inquiry or investigation by any state or by the United States Department of Justice of the Healthcare Assets Borrower or any Subsidiary or any Facility), which could reasonably be expected to comply with have a Material Adverse Effect. (f) The Borrower and the Subsidiaries shall furnish to the Administrative Agent, promptly upon receipt thereof, any and all legal requirements and Healthcare Requirementsnotices (regardless of form) from any healthcare Governmental Authority that any license, Medicare, Medicaid or TRICARE certification is being downgraded, revoked, or suspended, or that action is being taken to downgrade, revoke, or suspend any license or certification.

Healthcare Requirements. Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, cause the (a) The operations conducted or to be conducted at each Healthcare Asset and each Healthcare Service, at a minimum, to Facility shall be conducted in a manner consistent in all with material respects with all applicable Healthcare Requirements and, in connection therewith, the Borrower Sun further covenants and the Loan Parties further covenant that (in each case, except to the extent that the same would not reasonably be expected to have a Material Adverse Effect):agrees that: (i) the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products or gases, gases and medical waste, of any kind and in any form, will be maintained in material substantial compliance with all Healthcare Requirementsapplicable regulations and laws; (ii) each Healthcare Asset and each Healthcare Service Facility will be operated in a prudent manner in substantial and material compliance with applicable laws and regulations relating thereto and all Healthcare Requirements relating theretoLicenses, reimbursement or care contracts, and any other agreements necessary for the certification, licensure or operation of such Healthcare Asset or Healthcare Service Facility as may be necessary for participation in the Medicare, Medicaid, Tricare, Veteran’s Administration, any other Federal Medicaid or state healthcare TRICARE reimbursement programprograms, or a any managed care company, insurance company, and/or any or other third third-party payor arrangement, plan or program, reimbursement programs to the extent applicable; (iii) each Healthcare Asset that is a Borrowing Base Asset will remain in effect without material reduction in the number of licensed beds or certified bedsbeds authorized for use in Medicare, Medicaid or TRICARE reimbursement programs, or any managed care company, insurance company, or other third-party payor reimbursement programs (unless such reduction is requested by Sun or a Subsidiary); (iii) each Facility will be operated in a manner that will not result in a material reduction, suspension, denial or elimination of reimbursement for services from, or material recoupment by, Medicare, Medicaid, TRICARE or any managed care company, insurance company or other third-party payor, in each case where the failure to so operate a Facility could reasonably be expected to result in a Material Adverse Effect; and (iv) all deposits relating to Healthcare Requirements, including deposits relating to residents or residency agreements agreements, will be maintained in material compliance with all applicable regulatory requirements. If such deposits are in cash, Sun and the Borrower and its Subsidiaries shall deposit and hold such deposits in accordance with applicable law;. Sun and the Subsidiaries shall cause any bond or other instrument which they are permitted to hold in lieu of cash deposits under any applicable Healthcare Requirements to be maintained in full force and effect and to comply, in all material respects, with any applicable Healthcare Requirements. Sun and the Subsidiaries shall, upon request, provide the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent of compliance with the foregoing. (vb) Sun and the Borrower and its Subsidiaries that are certified to participate in Medicare, Medicaid, TRICARE or any other third-party payor program shall (i) file all required Medicare or Medicare, Medicaid and TRICARE cost reports on or prior to the date such reports are due and promptly make available to the Administrative Agent, if requested (within 90 days of the date of such request)requested, a complete and accurate copy of the annual Medicare or Medicaid such filed cost report for the Borrower and its Subsidiaries with respect to the Borrowing Base Assets and subject to privacy limitations under applicable law, which will be prepared by the Borrower or applicable Subsidiary and reports accompanied by a an officer’s certificate from a Responsible Officer of the Borrower Sun or such Subsidiary certifying as of the date thereof that such report is accurate, accurate and complete and not misleadingin all material respects, and (ii) promptly furnish to the Administrative Agent Agent, if requested, (x) any amendments filed with respect to such cost reports and (y) all notices, responses, audit reports or inquiries received by Sun or the applicable Subsidiary with respect to such filed cost reports; and. (vic) Sun and the Borrower Subsidiaries that are certified to participate in Medicare, Medicaid, TRICARE or any other third-party payor program shall cause all residency furnish to the Administrative Agent, if requested, within 30 days of such request, the annual Medicaid reimbursement rate sheets and other agreements the Medicare published rates with residents respect to the operation of the Healthcare Assets Facility or other business in which Sun or the applicable Subsidiary is engaged, and any amendments thereto in the possession of Sun and the applicable Subsidiaries at the time of receipt of such request. (d) Sun and the Subsidiaries responsible for the operation of the Facilities shall furnish to comply the Administrative Agent promptly upon request therefor, a copy of any Medicare, Medicaid, TRICARE or other licensing entity survey report or statement of deficiencies that includes a deficiency score of G or higher, or includes a deficiency score of “substandard quality of care” (as that term is defined in Part 488 of 42 C.F.R.) and within the time period required by the particular agency for furnishing a plan of correction also furnish (or cause to be furnished) to the Administrative Agent a copy of any related plan of correction generated from such survey report for Sun or the applicable Subsidiary and any subsequent correspondence related thereto, and correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or of full participation in Medicare, Medicaid or TRICARE by the date required for cure by such agency or entity (plus extensions granted by such agency or entity). (e) Sun and the Subsidiaries shall furnish to the Administrative Agent, promptly after receipt thereof by Sun or any Subsidiary, any other notices or charges issued relating to the material non-compliance by Sun or any Subsidiary with any Governmental Authority, laws, regulations, requirements, licenses, permits, certificates, authorizations or approvals (including any inquiry or investigation by any state or by the United States Department of Justice of Sun or any Subsidiary or any Facility), which could reasonably be expected to have a Material Adverse Effect. (f) Sun and the Subsidiaries shall furnish to the Administrative Agent, promptly upon receipt thereof, any and all legal requirements and Healthcare Requirementsnotices (regardless of form) from any healthcare Governmental Authority that any license, Medicare, Medicaid or TRICARE certification is being downgraded, revoked, or suspended, or that action is being taken to downgrade, revoke, or suspend any license or certification in each case where the action set forth in such notice could reasonably be expected to result in a Material Adverse Effect.