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��14��141 agreements to.the replacement operator. Upon cvmp�etion of transitian as determ�ned by HUD, Master Tenant shall terminate any BarroWer-�peratar Agreement and �perator hereby agrees ta waive a.ny terminati�n fees and pena�ties due to �perator if the terminat�on is at the direction of HUD. �perator acknoWledges that such termination is consistent with the provis�vns af any Borrower-�perator Agreement. � �e} Notwithstanding any other provisi�ns �f this Agreement, up�n receipt of a N�tice of Violati�n pursuant ta section 8�a}, no funds derived from or in cor�nection with the operation of the Healthcare Facility may be distributed, ad�anced, or �therwise used f�r any purpase �ther than, as app��cable, making payments to Borrower due pursuant t� any Borrovver-�peratar Agreement, making payments required to be made under the Laan Documents, making payments pursuant to any of the AR Financing Documents, and mal�ing payments for �aods and Ser�i�es, provided that payments for �oods and Services shall be subj ect to the limitati�ns set forth in Sectian�� e}. 9. �perator acknow�edges that the viab�e �peration of the Heaithcare Faci�ity, arid thus the preservation �f the secur�ty for the insured Loan, depends upon timely sat�sfa�tion of debts ir��urred related to the �peration of the Health�are Facility. In additinn t� fully cornp�ying with any payment �bligat��ns in any Borrower-��erator Agreement, �perator shall timely pa�r a�I debts incurred related to the operation of the Healthcare Fac��ty, pro�ided, ��erator may with.hald payments of am�unts due vendors for operational expenses that�perator, in goad faith, disputes. 1 D. In the ev�nt that �perator r�ceives a written notice from HUI] or Lender �i� stating that a defau�t exists under the Barrower's Regulat�ry Agreement, Master Tenant's Regulatory Agreement, or any note or security �nstrument with respe�t to the Proje�� that is insured or held by HUD, and �ii� directing �perat�r t� make future payrnents due under any Borrawer-�perat�r Agreement to HUD or L�nder, ��perator shal� thereafter make a�l future payments under any BorroWer-�perator Agreement ta HUD or Lender as so dire�ted. 11. TRANSFERS. The prior written apprnval of HUD shall be required for �a} any assignment of a Barrower-�perator Agreement; �b� any �hange in or transfer of the management agent of the Pr�j ect or the Healthcare Fac�l�ty �r �c} any change in the ownership or c�ntrol af �perator Wh�ch requires HUD approval under Program�bligati�ns. 12. B�RR�WER-�PERAT�R AGREEMENT TERMINATI�N ANDI�R AMENDMENT. This Se�tion 12 shall not apply �f Borrower is �perator. (a} �ithout th� prior written approva� of HUD, a B�rrawer--�perator Agreement shail not be assigned or t�rminated prior to the expiration date thereaf. In the e�ent of any assignment of a Borrower-�perator Agreement, as a condition to such assignment, the new �perat�r must execute a Hea�thcare Regulatory Agreement — �perator (Form HUI]- 92466A-�R�F}, as approved by HUD, an �perat�r Se�urity Agreement �Form-HUI]-9Z3�3- �R�F} and deposit acc�unt cantrol agreements in for�n and substan�e satisfa�tory to Lender and HLJI]. Pre�ivus�ersions obsol�te Page 1��1 S form H U D-924G�A-�RGF�Re�.�8113} Replaces H U D-924Bf-N H L