Common use of Medicare and Medicaid Clause in Contracts

Medicare and Medicaid. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including without limitation, the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There Except as disclosed to Lender, there is no action pending or, to the best of Borrower’s knowledge after due inquiry and investigation, threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there has Borrower or any Facility Operator received written notice of any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program and private insurance cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are and will be materially accurate and complete and have not been and will not be are not misleading in any material respects respect. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) TheExcept as disclosed in writing to Lender, (i) the Facility has not received a “Level A” (or equivalent) violation, and(ii) no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against the Facility, any Property Manager or Facility Operator or the Borrower (or any officer, director or stockholder of any of the foregoing) during the last 3 calendar years, and (iii) there have been no violations over the past 3 calendar years which have threatened any certification of the Facility, any Property Manager or Facility Operator or the Borrower for participation in any Governmental Payor Program. (g) There are no resident care agreements with residents of the Facility or with any other Persons which deviate in any material respect from the standard forms disclosed to Lender and customarily used at a comparable first-class facility the Facility or which conflict with any statutory or regulatory requirements. (h) All resident records at the Facility, including any resident trust fund accounts, are true and correct in all material respects. (i) Except as disclosed to Lender, (i) Borrower and the Facility are not subject to any proceeding, suit, or investigation by any Governmental Authority. None and (ii) none of the Borrower, any Property Manager, or any Facility Operator has received any notice from any Governmental Authority which has not been provided for on the financial statements provided to Lender and which may result in the imposition of a fine or interim or final sanction or which would result in a lower reimbursement rate for services rendered to eligible residents. (j) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, and the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (iii) Adversely affect any of the Licenses. (k) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Medicare and Medicaid. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including without limitation, the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There Except as disclosed to Lender, there is no action pending or, to the best of Borrower’s knowledge after due inquiry and investigation, or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there has Borrower or any Facility Operator received written notice of any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program and private insurance cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are and will be materially accurate and complete and have not been and will not be are not misleading in any material respects respectrespects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) TheExcept as disclosed in writing to Lender, (i) the The Facility has not received a “Level A” (or equivalent) violation, and(ii) and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against the Facility, any Property Manager or Facility Operator or the Borrower (or any officer, director or stockholder of any of the foregoing) during the last 3 calendar years, and (iii) there have been no violations over the past 3 calendar years which have threatened any certification of the Facility, any Property Manager or Facility Operator or the Borrower for participation in any Governmental Payor Program. (g) There are no resident care agreements with residents of the Facility or with any other Persons which deviate in any material respect from the standard forms disclosed to Lender and customarily used at a comparable first-class facility the Facility or which conflict with any statutory or regulatory requirements. (h) All resident records at the Facility, including any resident trust fund accounts, are true and correct in all material respects. (i) Except as disclosed to Lender, (i) Borrower and the Facility are not subject to any proceeding, suit, or investigation by any Governmental Authority. None and (ii) none of the Borrower, any Property Manager, or any Facility Operator has received any notice from any Governmental Authority which has not been provided for on the financial statements provided to Lender and which may result in the imposition of a fine or interim or final sanction or which would result in a lower reimbursement rate for services rendered to eligible residents. (j) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, and the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (iii) Adversely affect any of the Licenses. (k) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Medicare and Medicaid. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including without limitation, the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There Except as disclosed to Lender, there is no action pending or, to the best of Borrower’s knowledge after due inquiry and investigation, or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there has Borrower or any Facility Operator received written notice of any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program and private insurance cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are and will be materially accurate and complete and have not been and will not be are not misleading in any material respects respectrespects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) TheExcept as disclosed in writing to Lender, (i) the The Facility has not received a “Level A” (or equivalent) violation, and(ii) and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against the Facility, any Property Manager or Facility Operator or the Borrower (or any officer, director or stockholder of any of the foregoing) during the last 3 calendar years, and (iii) there have been no violations over the past 3 calendar years which have threatened any certification of the Facility, any Property Manager or Facility Operator or the Borrower for participation in any Governmental Payor Program. (g) There are no resident care agreements with residents of the Facility or with any other Persons which deviate in any material respect from the standard forms disclosed to Lender and customarily used at a comparable first-class facility the Facility or which conflict with any statutory or regulatory requirements. (h) All resident records at the Facility, including any resident trust fund accounts, are true and correct in all material respects. (i) Except as disclosed to Lender, (i) Borrower and the Facility are not subject to any proceeding, suit, or investigation by any Governmental Authority. None and (ii) none of the Borrower, any Property Manager, or any Facility Operator has received any notice from any Governmental Authority which has not been provided for on the financial statements provided to Lender and which may result in the imposition of a fine or interim or final sanction or which would result in a lower reimbursement rate for services rendered to eligible residents. (j) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, BorrowerBxxxxxxx’s performance under the Loan Documents, and the recordation of the Security Instrument, and the exercise of any remedies by LenderLxxxxx, will not do any of the following: (i) Adversely affect the right by BorrowerBxxxxxxx, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (iii) Adversely affect any of the Licenses. (k) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.

Medicare and Medicaid. If Borrower or any Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility, all of the following are true: (a) The Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including without limitation, the Medicare and Medicaid Patient Protection Act of 1987. (b) The Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for its Intended Use. (c) There Except as disclosed to Lender, there is no action pending or, to the best of Borrower’s knowledge after due inquiry and investigation, or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there has Borrower or any Facility Operator received written notice of any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Facility. (d) All Governmental Payor Program and private insurance cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are and will be materially accurate and complete and have not been and will not be are not misleading in any material respects respectrespects. (e) No cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender. (f) TheExcept as disclosed in writing to Lender, (i) the The Facility has not received a “Level A” (or equivalent) violation, and(ii) and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken against the Facility, any Property Manager or Facility Operator or the Borrower (or any officer, director or stockholder of any of the foregoing) during the last 3 calendar years, and (iii) there have been no violations over the past 3 calendar years which have threatened any certification of the Facility, any Property Manager or Facility Operator or the Borrower for participation in any Governmental Payor Program. (g) There are no resident care agreements with residents of the Facility or with any other Persons which deviate in any material respect from the standard forms disclosed to Lender and customarily used at a comparable first-class facility the Facility or which conflict with any statutory or regulatory requirements. (h) All resident records at the Facility, including any resident trust fund accounts, are true and correct in all material respects. (i) Except as disclosed to Lender, (i) Borrower and the Facility are not subject to any proceeding, suit, or investigation by any Governmental Authority. None and (ii) none of the Borrower, any Property Manager, or any Facility Operator has received any notice from any Governmental Authority which has not been provided for on the financial statements provided to Lender and which may result in the imposition of a fine or interim or final sanction or which would result in a lower reimbursement rate for services rendered to eligible residents. (j) The execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s performance under the Loan Documents, and the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: (i) Adversely affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements with respect to the Facility. . (ii) Materially reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the date of this Loan Agreement. (iii) Adversely affect any of the Licenses. (k) If any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise, none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser (through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as neither the type of service nor any unit complement is changed.