Operational and Other Covenants Clause Samples

Operational and Other Covenants. All decisions regarding the Property, including all decisions concerning the methods, extent, timing, procedures and techniques of any: (a) exploitation, exploration, expansion, development and mining related to the Property, including spending on capital expenditures and the incurrence of any other costs or expenses; (b) milling, processing, refining or extraction; (c) materials to be introduced on or to the Property; (d) sales of Minerals and terms thereof; and (d) any decision for the Commencement of Commercial Production on the Property or to place the Property on care and maintenance or to close the Property, shall be made by the Seller in its sole discretion; provided the Seller shall carry out and performs all mining operations and activities pertaining to or in respect of the Property in a commercially reasonable manner, and in compliance in all material respects with all Applicable Laws. All Minerals that contain Reference Silver shall be sold or delivered pursuant to an Offtake Agreement on a prompt and timely basis. All Offtake Agreements shall be on commercially reasonable arm’s length terms and conditions for minerals similar in make-up and quality to Minerals, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that the Seller and the applicable Offtaker, as applicable, can determine the grade and content of Reference Silver and other metals in each delivery to an Offtaker. The Seller shall maintain insurance (including business interruption insurance) with reputable insurance companies of such types and in such amounts as is customary in the case of similar operations. Commingling: The Seller may process Other Minerals through the processing facilities on the Property in priority to, or commingle Other Minerals with, Minerals, including the commingling of ore and blending of concentrates from other sources for delivery under Offtake Agreements, provided that (i) the Seller has adopted and employs commercially reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”) to ensure the division of Other Minerals and Minerals for the purpose of determining the quantum of Refined Silver to be delivered to the Purchaser, and (ii) the Seller keeps all books, records, data, information, assays and samples...

Operational and Other Covenants. 8 Section 4.1 Leasing and Operational Covenants..................................................... 8 Section 4.2 Other Borrower Covenants.............................................................. 11 Section 4.3 Authorized Representative............................................................. 17 Section 4.4 Health Care Matters................................................................... 18 ARTICLE V BORROWER'S REPRESENTATIONS AND WARRANTIES.......................................................... 22

Operational and Other Covenants. 16 10.1 LOAN AND ADMINISTRATION EXPENSES 33 10.2 RIGHT OF LENDER TO MAKE ADVANCES TO CURE BORROWER’S DEFAULTS 33 11.1 CAPTIONS 34 11.2 LENDER’S DISCRETION 34 11.3 GOVERNING LAW 34 11.4 JURISDICTION 34 11.5 WAIVER OF JURY TRIAL 35 11.6 MODIFICATION; CONSENT 35 11.7 DELAY NOT A WAIVER 35 11.8 WAIVERS; ACQUIESCENCE OR FORBEARANCE 35 11.9 PREFERENCES 36 11.10 DISCLAIMER BY LENDER 36 11.11 PARTIAL INVALIDITY; SEVERABILITY 37 11.12 DEFINITIONS INCLUDE AMENDMENTS 37 11.13 ENTIRE AGREEMENT 37 11.14 WAIVER OF DAMAGES 37 11.15 WAIVER OF NOTICE 37 11.16 LIMITATION ON LIABILITY 38 11.17 SET-OFFS 38 11.18 JOINT AND SEVERAL 39 11.19 RELATIONSHIP 39 11.20 NO THIRD PARTY BENEFICIARIES 39 11.21 AGENTS 39 11.22 CONFLICT; CONSTRUCTION OF DOCUMENTS; RELIANCE 39 11.23 INTERPRETATION 40 11.24 SUCCESSORS AND ASSIGNS 40 11.25 TIME IS OF THE ESSENCE 40 11.26 NOTICES 40 11.27 EXECUTION IN COUNTERPARTS 41 EXHIBIT A: Closing Date Deliverables EXHIBIT B: Reporting Requirements SCHEDULE 1: Loan Parties SCHEDULE 2: Facility List SCHEDULE 3: Affiliate Agreements SCHEDULE 4: Material Litigation SCHEDULE 5.3(a) Existing Permitted Debt SCHEDULE 5.3(b) Existing Permitted Investments SCHEDULE 5.3(c) Existing Permitted Liens SCHEDULE 6.4(a) Authorizations SCHEDULE 6.4(c) Third Party Payor Program Matters THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as amended, modified, or restated from time to time, this “Agreement”) is made as of September [ ], 2018, by and among (i) CCP Finance II LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), (ii) WV – Rockport SNF Opco, LLC and WV – Quincy SNF Opco, LLC, each a Massachusetts limited liability company (each a “MA Debtor” and collectively, the “MA Debtors”), and

Operational and Other Covenants. 5 4.1 Leasing and Operational Covenants. 5 4.2 Other Borrower Covenants. 6 4.3 Authorized Representative. 15

Operational and Other Covenants