The execution and delivery by Borrower of this Agreement and by each Credit Party of all of the other Financing Agreements to which any Credit Party is a party and the performance of its obligations hereunder and thereunder are not in contravention of any material law, rule or regulation, including, without limitation, Healthcare Laws. Each Credit Party and, to the Borrower’s knowledge, the Operating Company and Hospital District, as applicable, has all licenses, authorizations, approvals and permits necessary in connection with the operation of its business (including, without limitation, all certificates needed for the Operating Company or the Hospital District, as applicable, to participate in the Medicare and Medicaid programs). The Facility is operated as a skilled nursing facility and its licensed unit capacity is as set forth on Schedule 7.15 . The licenses, authorizations, permits and other approvals listed on Schedule 7.15 constitute all the licenses, authorizations, permits and other approvals required by the Operating Company or the Hospital District, as applicable, to operate the Facility at such licensed bed capacities. Each Credit Party and, to the Borrower’s knowledge, the Operating Company and Hospital District, as applicable, has obtained all licenses, authorizations, approvals, licenses and permits necessary in connection with the operation of its business, including, without limitation, licenses with respect to the Facility issued by the Texas Department of Aging and Disability Services and designated as “Skilled Nursing Facility” and any additional designations required to operate the Facility in the manner and for the purposes currently operated. All such licenses, authorizations, approvals and permits are in full force and effect and each Credit Party shall keep such items in full force and effect during the term of this Agreement. The Real Estate Lease shall at all times during the term of this Agreement require that the Operating Company or the Hospital District, as applicable, keep such licenses, authorizations, approval and permits in full force and effect. Each Credit Party is in compliance with all laws, orders, rules, regulations and ordinances of all federal, foreign, state and local governmental authorities applicable to it and its business, operations, property, and assets, except to the extent any such non-compliance could not reasonably be expected to result in a Material Adverse Effect. The Facility is not subject to any proceeding for revocation, suspension or issuance of a probationary license or any certificate of need issued by any governmental authority and any Person succeeding to the functions thereof, and there has not been instituted any Medicare or Medicaid termination action by such commission. Neither any Credit Party nor, to the Borrower’s knowledge, the Operating Company has received any notice from any governmental authority that such governmental authority has imposed or intends to impose any enforcement actions, fines or penalties for any failure or alleged failure to comply with HIPAA.