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2� 1 ��438 �� N�twithstanding any other provisions of this Agreement, if HLJI] determir�es at any time that any�f the Permits and Ap�r�va�s are at substantxal and irnminent rxsk of being terminated, suspended or atherwise restricted, if such ter�n�nati�n, sus�er�sion, �r other restriction wauld have a mater�a��y adve�se e�fect an the Pr�ject, inc�uding w�thout lim�tatian, HUD's determinat�on that there is a substant�a�risk that defic�encies ident�fied�y app�icable state a�dl�r federal regulatory andlor funding agencies cannot be cured in such manner and wit�in su�h time peri�ds as would�void the �oss, suspens�on, or diminuti�n af any Permits and Appravals that Would have a mater�ally adverse effect on the Praj ect, or if HUD determines at any t�me that t�e health and safety of the r�sidents of the Hea�thcare Fac�Iity are at substantia� and imminent risk, then HUD may�mm�c�iately �wit�out thirty (3�� days notice} declare an Event of Defau�t of this Agreement and may immediately praceed to ta�e actions pursuant to subsections (b}�i} andlor (b}�ii� above. �d} �perat�r agr�es that, in the event that HUI]requires a rep�acement operat�r pursuant to this Agreement, �peratar shall cooperate With such replac�ment and take a�l actions necessary to �x} pr��d� for an orderly transition to the rep�acement operator of licensed o�erations with applicab�� Medicare and Medica�d cer�if�cations intact, �ii} maintain norma� operatians, �iii} avoid disp�acement of residents, and (i�} transfer all transferable provider agreements to the replacement operat�r. LTpon compietion of trans�t�on as determined by HUD, Borrower sha11 terminate any Borrower-�perator Agreement and �perator hereb� agrees to v�raive any terminatian fe�s and pena�ties due to �perator if the term�nation is at the directi�n of HtTD. �perator acknaw�edges that such terminati�n is consistent w�th the prov�sions of any Borrower-�peratar Agreement. (e} Notwithstanding any other provisions of this Agreement, upon rece�pt of a Notice of Vi�lation�ursuant ta section 8(a}, no funds d�r�ved from ar�n connection with the operati�r� af the Healthcare Facxlity may be d�stribut�d, advanced, or otherw�se used f�r ar�y purpose other than, as applicable, (i} making payments t� Borr�wer due pursuant to any B�rrower��perator Agr�ement, (ii} making payments r�quir�d to be made under the Laan Documents, �ii�} making payments pursuant ta any �f the AR Financing D�cuments, and (iv} making payments far �oods and Servic�s, provided that payments for�oods and Services shall be subj ect ta the limitations set forth in Section 20�e}. 9. PAYMENT �F DEBTS BY �PERAT�R. �peratar ackr�ow�edges that the v�able operat�on af the Healthcare Facility, and thus the preservation of the security for the insured L�an, depends upon t�mely satisfacti�n of debts �ncurred related to the operation of the Healthcare Faci�ity. In addition ta fully complying with any payment�l�ligati�ns �n any Borrower-�perator Agreement, �perator shall tim�ly pay a�� debts incurred related ta the operation of the Healthcare Faci�ity, pro�ided, �perator may withha�d payments of amaunts due vendors for operat�onal expenses that �perator, in g�od faith, disputes. 1�. PAYMENTS F�LL�WIN� N�TI�E �F DEFAULT. In th� event that �perator receives a written n�ti�e fram HLTI] �r Lender�i� stating that a default e�i sts under the Borrower's Regulatory Agreement, or any note or security �nstrument with respect to the Praject that is insured or held by HUI], and (ii} directing �perat�r to mak� future payments due under Previous versions absolete Page 9 form HlJ�W9�4SfiA-�RCF �R�v. �61��14} Replaces HUD-9�46�-NHL