Health Care Permits. Except to the extent that noncompliance with the following, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: # each Loan Party holds, and at all times since December 31, 2020, has held, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to conduct its business or operations as presently conducted, # all such Health Care Permits are, and at all times since December 31, 2020 have been, in full force and effect and there is and has been no default under, violation of, or other noncompliance with the terms and conditions of any such Health Care Permit, # no condition exists or event has occurred that, in itself or with the giving of notice or lapse of time or both, has resulted or would result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit, # no Governmental Authority has taken, or intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any Health Care Permit of any Loan Party, # there currently exist no restrictions, deficiencies, required plans of correction or other such remedial measures with respect to any Health Care Permit of a Loan Party, and # without limiting the foregoing, no validation review, program integrity review, audit or other investigation related to any Loan Party or its operations, or the consummation of the transactions contemplated in the Loan Documents or related to the Collateral # has been conducted by or on behalf of any Governmental Authority or # is scheduled, pending or, to the knowledge of any Loan Party, threatened.

If at the time of your employment termination you participate in health care coverage through the Company’s plan, then provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums (less your standard employee contribution) to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the termination date and ending on the earliest to occur of the date: # twelve (12) months after the termination date; # you become eligible for group health insurance coverage through a new employer; or # you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.

Health Care Continuation. If the Executive elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and maintains such coverage for the full period permitted by law, Executive may thereafter elect to continue such coverage at his own cost and expense under the terms of the Company’s group health plan.

Health Care Benefit. If the Participant elects to continue his or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of his or her employment, then the Company shall pay the balance of the Participant’s monthly premium under COBRA, with the Participant paying the same contribution level as previously paid under the Company’s employee health insurance coverage, until the earliest of # the COBRA Continuation Period (Other than During a Change in Control Period) as defined in the Participation Agreement, # the date when the Participant receives similar coverage with a new employer or # the expiration of the Participant’s continuation coverage under COBRA.

Health Care Permits. Each Loan Party, each Subsidiary, and to the knowledge of the Loan Parties, each Managed Entity, holds all Material Health Care Permits necessary for it to conduct its current business or operations. All such Health Care Permits are in full force and effect and there is no default under, violation of, or other noncompliance in any Material respect with the terms and conditions of any such Health Care Permit. To the knowledge of the Loan Parties, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or nonrenewal of any such Health Care Permit. No Governmental Authority has taken, or to the knowledge of the Loan Parties and Subsidiaries, intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any Material Health Care Permit of a Loan Party, Subsidiary or Managed Entity.

Continuation of Health Care Coverage. The Executive (and his eligible dependents) shall be entitled to continued participation in the Bank’s or the Company’s medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for twelve (12) months immediately following Executive’s Qualifying Termination. For the avoidance of doubt, the Participant (and his eligible dependents) shall be responsible for paying all deductibles and other cost sharing items under such plans but shall not be responsible for the payment of premiums. If and to the extent that any benefit described in this paragraph # is not or cannot be paid or provided under a Bank or Company plan or arrangement, then the Bank will pay or provide for the payments to Executive of such employee benefits. Nothing in this paragraph # shall be construed to impair or reduce Executive's rights under Consolidated Omnibus Reconciliation Act “COBRA” or other applicable law.

Continuation of Health Care Coverage. The Executive (and his eligible dependents) shall be entitled to continued participation in the Bank’s medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for twenty four (24) months immediately following Executive’s Qualifying Termination. For the avoidance of doubt, the Participant (and his eligible dependents) shall be responsible for paying all deductibles and other cost sharing items under such plans but shall not be responsible for the payment of premiums. If and to the extent that any benefit described in this paragraph # is not or cannot be paid or provided under a Bank or Company plan or arrangement, then the Bank will pay or provide for the payments to Executive of such employee benefits. Nothing in this paragraph # shall be construed to impair or reduce an Executive's rights under COBRA or other applicable law.

Health Care Benefits. The Company will provide Executive with the same or similar health care benefits (including life, dental, and vision, if any) as provided to Executive as of the Resignation Date, such health care benefits to be provided for a period of twelve (12) months from the Resignation Date.

Health Care Benefit. If the Participant elects to continue his or her health insurance coverage under COBRA following the termination of his or her employment, then the Company shall pay the balance of the Participant’s monthly premium under COBRA, with the Participant paying the same contribution level as previously paid under the Company’s employee health insurance coverage, until the earliest of # the COBRA Continuation Period (During a Change in Control Period) as defined in the Participation Agreement, # the date when the Participant receives similar coverage with a new employer or # the expiration of the Participant’s continuation coverage under COBRA.

Health Care Continuation. In addition, Employee and Employee's eligible dependents, if any, shall continue to be covered by the Company's health plan (the "Health Plan"), as in effect from time to time, and subject to the rules thereof (including any requirement to make contributions or pay premiums, except that Employee shall contribute or pay on an after-tax basis) for the Severance Period. If the provision to Employee of the insurance coverage described in this Section would either: