Common use of Compliance with Health Care Laws Clause in Contracts

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Without limiting or qualifying Section 6.4 or any other provision of this Agreement, Borrower will comply, and will cause each other Loan Party is and each Subsidiary of Borrower to comply, in compliance all material respects with all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable Laws relating to itthe operation of such Person’s business, except where the failure to so comply does not have or could would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each [Reserved]. (c) Borrower will, and will cause each other Loan Party has maintained and each Subsidiary to: (i) Keep in full force and effect all records Authorizations required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the operate such Person’s business under applicable Health Care Laws and maintain any other qualifications necessary to conduct, arrange for, administer, provide services in connection with or other applicable Law or regulationreceive payment for, any clinical research services, except where to the extent such failure to keep in full force and effect or maintain such records does not have or could would not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits. (ii) Promptly furnish or cause to be furnished to the Agent, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses matters that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause have a Material Adverse Effect, (i) copies of all material reports of investigational/inspectional observations issued to and received by the Loan Parties or any of their Subsidiaries, and issued by any Governmental Authority relating to such Person’s business, (ii) copies of all material establishment investigation/inspection reports (including, but not limited to, FDA Form 483’s) issued to and received by Loan Parties or any of their Subsidiaries and issued by any Governmental Authority, and (iii) copies of all material warnings and material untitled letters as well as other material documents received by Loan Parties or any of their Subsidiaries from the FDA, DEA, Health Canada or other Governmental Authority relating to or arising out of the conduct applicable to the business of the Loan Parties or any of their Subsidiaries that asserts past or ongoing lack of compliance with any Health Care Law or any other applicable foreign, federal, state or local law or regulation of similar import and (iv) notice of any material investigation or material audit or similar proceeding by the FDA, DEA, Health Canada or any other Governmental Authority. (ciii) Each Loan Party which is a Certified Medicare Provider Promptly furnish or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required cause to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims furnished to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFAAgent, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related matters that would reasonably be expected to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted Effect, (in such form as may be reasonably required by Agent) copies of all non-privileged, reports, correspondence, pleadings and other communications relating to any matter that could lead to the loss, revocation or suspension (or threatened loss, revocation or suspension) of any material Authorization or of any material qualification of any Loan Party or Subsidiary, provided, that any internal reports to a Person’s compliance “hot line” which are promptly investigated and determined to be without merit need not be reported. (iv) Promptly furnish or cause to be furnished to the Agent notice of all material fines or penalties imposed by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened under any Health Care Law against or affecting any Loan Party, Party or any of its assets, or, the consummation of the transactions contemplated herebySubsidiaries. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such partiesCERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (dv) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of Promptly furnish or cause to be furnished to the Escrow Release Date, Agent notice of all participation agreements material allegations by any Governmental Authority (or any agent thereof) of fraudulent activities of any Loan Party or any of its Subsidiaries in relation to the provision of clinical research or related services. Notwithstanding anything to the contrary in any Loan Parties with health maintenance organizationsDocument, insurance programsno Loan Party or any of its Subsidiaries shall be required to furnish to Agent or any Lender patient-related or other information, preferred provider organizations and other Third Party Payors and all the disclosure of which to Agent or such agreements are in full force and effect and no material default exists thereunderLender is prohibited by any applicable law.

Compliance with Health Care Laws. (a) Each Without limiting or qualifying Section 6.4 or any other provision of this Agreement, Borrower will comply, and will cause each other Loan Party is to comply, in compliance all material respects with all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable Laws relating to itthe operation of such Person’s business, except where the failure to so comply does not have or could would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Borrower will, and will cause each other Loan Party has maintained to: (i) Keep in full force and effect all records Authorizations required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the operate such Person’s business under applicable Health Care Laws and maintain any other qualifications necessary to conduct, arrange for, administer, provide services in connection with or other receive payment for all applicable Law or regulationServices, except where to the extent such failure to keep in full force and effect or maintain such records does not have or could would not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits. (ii) Promptly furnish or cause to be furnished to the Agent, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses matters that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not would reasonably be expected to cause have a Material Adverse Effect, (w) copies of all material reports of investigational/inspectional observations issued to and received by the Loan Parties or any of their Subsidiaries, and issued by any Governmental Authority relating to such Person’s business, (x) copies of all material establishment investigation/inspection reports (including, but not limited to, FDA Form 483’s) issued to and received by Loan Parties or any of their Subsidiaries and issued by any Governmental Authority, (y) copies of all material warnings and material untitled letters as well as other material documents received by Loan Parties or any of their Subsidiaries from the FDA, CMS, DEA, or any other Governmental Authority relating to or arising out of the conduct applicable to the business of the Loan Parties or any of their Subsidiaries that asserts past or ongoing lack of compliance with any Health Care Law or any other applicable foreign, federal, state or local law, directive or regulation of similar import and (z) notice of any material investigation or material audit or similar proceeding by the FDA, DEA, CMS, or any other Governmental Authority. (ciii) Each Loan Party which is a Certified Medicare Provider Promptly furnish or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required cause to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims furnished to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFAAgent, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related matters that would reasonably be expected to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted Effect, (in such form as may be reasonably required by Agent) copies of all non-privileged, reports, correspondence, pleadings and other communications relating to any matter that could lead to the loss, revocation or suspension (or threatened loss, revocation or suspension) of any material Authorization or of any material qualification of any Loan Party or Subsidiary; provided that any internal reports to a Person’s compliance “hot line” which are promptly investigated and determined to be without merit need not be reported. (iv) Promptly furnish or cause to be furnished to the Agent notice of all material fines or penalties imposed by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened under any Health Care Law against or affecting any Loan Party, Party or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such partiesSubsidiaries. (dv) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of Promptly furnish or cause to be furnished to the Escrow Release Date, Agent notice of all participation agreements material allegations by any Governmental Authority (or any agent thereof) of fraudulent activities of any Loan Party or any of its Subsidiaries in relation to the provision of clinical research or related services. Notwithstanding anything to the contrary in any Loan Parties with health maintenance organizationsDocument, insurance programsno Loan Party or any of its Subsidiaries shall be required to furnish to Agent or any Lender patient-related or other information, preferred provider organizations and other Third Party Payors and all the disclosure of which to Agent or such agreements are in full force and effect and no material default exists thereunderLender is prohibited by any applicable law.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified certified Medicare Provider provider or Certified certified Medicaid Provider provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Restatement Effective Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Restatement Effective Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 5.27 hereto sets forth an accurate, complete and current list, as of the Escrow Release Restatement Effective Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where unless the failure to so comply does with any such law, rule or regulation has not have or could had and would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each regulation and each Loan Party has and the owners of the facilities and other businesses managed by any Loan Party have all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could any such permit, license, franchise, certificate or other approval or authorization would not reasonably be expected to cause have a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to To the best of each the Loan Party’s Parties’ knowledge, there are no claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including including, without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to a Loan Party which could would reasonably likely be expected to have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each the Loan Party’s Parties’ knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each the Loan Party’s Parties’ knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 5.27(d) hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all as of the Effective Date. Each such agreements are agreement is in full force and effect and no material default exists thereunder, except to the extent that (i) any such failure to be in full force and effect or any such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) such agreement has been replaced prior to, or concurrently with, the termination thereof in accordance with the terms of Section 7.12(a).

Compliance with Health Care Laws. (a) Each Loan Party is Except as set forth on Schedule 4.9, each Credit Party, and to the knowledge of each Credit Party, its officers, directors and employees and each of its respective Subsidiaries has complied in compliance all material respects during the past six years and presently complies in all material respects with all applicable statutes, laws, ordinances, rules and regulations of all applicable governmental authorities affecting the conduct of each Credit Party and its respective Subsidiaries with respect to its health care businesses (including, without limitation, all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987). (b) Each Loan Credit Party and each of its respective Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare OrganizationsHealth Care Organizations (if necessary for the services provided by any Borrower or for any program in which any of them participate), the Food and Drug Administration, Drug Enforcement Agency and Agency, State Boards of Pharmacy and the Federal Medicare, Medicaid and State Medicare and Medicaid other governmental health care programs as and as to the extent required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse EffectLaws. Each Loan Credit Party and each of its respective Subsidiaries has all necessary applicable permits, licensesapprovals, franchises, certificates accreditations and other approvals or authorizations of Governmental Authority Authorities and other Persons (including, without limitation, such permits, approvals, accreditations and other authorizations as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect Laws) to those facilities and other businesses that participate in Medicare and/or Medicaid, to and receive reimbursement under Medicare Medicare, Medicaid and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effectother governmental health care programs. (c) Each Loan Party which None of the Credit Parties nor any of their respective Subsidiaries is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reportsor, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims to the best knowledge of each Loan Party’s knowledge, actions or appeals pending (Credit Party and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assetsrespective Subsidiaries, or, is likely to become the consummation subject of audits outside of the transactions contemplated hereby. To the best of each Loan Party’s knowledgeordinary course, there currently exist no investigations, restrictions, deficiencies, required plans of correction actions corrective action, corporate integrity agreements or other such remedial measures with respect to Federal Medicare and/or Medicaid certifications, licensure or the Health Care Laws. None of the Credit Parties nor any of their respective Subsidiaries, officers and/or directors has been convicted of, charged with or investigated for any material Medicare, Medicaid or other governmental health program-related offense, or have been debarred, excluded or suspended from participation in Medicare, Medicaid or any other governmental health care program, or has been subject to any order or consent decree of, or material criminal or civil fine or penalty imposed by, any court or governmental authority related to the Health Care Laws. Each Credit Party and State each of its respective Subsidiaries is in compliance with Medicare Conditions of Participation, is a participating provider in good standing with Medicare and Medicaid certifications Medicaid, and has no knowledge of any material overpayments from Medicare or licensure against such parties. another governmental health care program other than those for which appropriate reserves have been taken on the books and records of the Credit Parties. None of the Credit Parties nor any of their respective Subsidiaries have arranged or contracted with (dby employment or otherwise) Schedule 8.30 hereto sets forth an accurate, complete and current listany individual or entity that any Credit Party or any of its Subsidiaries knows or should know is excluded from participation in a federal health care program, as defined in 42 U.S.C. § 1320a-7b(f), for the provision of items or services for which payment may be made under such federal health care program. To the best knowledge of each Credit Party and each of its respective Subsidiaries, there is no basis upon which any of the Escrow Release Date, Credit Parties or any of all their respective Subsidiaries may be subject to permissive exclusion from participation agreements of the Loan Parties with in a federal health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereundercare program pursuant to 42 C.F.R. 1001.1001.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance in all material respects with all Health Care LawsLaws applicable to such Loan Party, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice from a Governmental Authority of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each and each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws applicable to such Loan Party and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No date hereof, and no validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, in each case which could reasonably likely have a Material Adverse Effect, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 5.28 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (aWithout limiting the generality of Section 4.3(c) Each Loan Party or any other representation or warranty made herein, to the Borrower's knowledge, the healthcare facilities operated by the Borrower and its Subsidiaries, and each of its licensed employees in the exercise of their respective duties on behalf of such facilities, is in compliance with all Health Care Lawsapplicable statutes, including all Medicare and Medicaid program laws, ordinances, rules and regulations applicable of any governmental authority with respect to itregulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute") except where to the extent that the failure to so comply does not have or could not therewxxx xould not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality The Borrower and each of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal federal and State state Medicare and Medicaid programs as required by the Health Care Healthcare Laws and, to the knowledge of the Borrower, there are no presently existing circumstances or other applicable Law or regulationviolations of Healthcare Laws which are, except where in the failure aggregate, reasonably likely to maintain such records does not have or could not reasonably be expected to have result in a Material Adverse Effect. Each Loan Party has all necessary The Borrower and its Subsidiaries and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries have such permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under Health Care Laws such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect ) except to those facilities and other businesses the extent that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain or possess such approvals or authorizations could not not, in the aggregate, reasonably be expected to cause have a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance and each of its Subsidiaries will comply with all applicable Health Care LawsLaws except to the extent that any noncompliance, including all Medicare and Medicaid program rules and regulations applicable to itindividually or in the aggregate, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained and each of its Subsidiaries shall (i) obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, and take all records necessary action to timely renew, all material Health Care Permits necessary for the conduct of its business (including, as applicable, Health Care Permits necessary for it to be eligible to receive payment and compensation from and to participate in any Third Party Payor Arrangements), except to the extent any such failure could not reasonably be expected to result in the termination or loss of any such Health Care Permit; (ii) be and remain in compliance with all requirements for participation in, and for licensure required to be maintained by provide the Joint Commission on Accreditation of Healthcare Organizationsgoods or services that are reimbursable under, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulationall Third Party Payor Arrangements, except where to the extent any such failure to maintain such records does remain in compliance could not have or reasonably be expected to result in exclusion from any material Third Party Payor Arrangement; (iii) except as could not reasonably be expected to have a Material Adverse Effect. Each , cause all Persons providing professional health care services for or on behalf of any Loan Party has (either as an employee or independent contractor) to comply with all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under applicable Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable theretoin the performance of their duties, and with respect to those facilities maintain in full force and effect all professional licenses and other businesses that participate Health Care Permits required to perform such duties; and (iv) keep and maintain in Medicare and/or Medicaid, compliance in all material respects with any applicable Health Care Law all records required to receive reimbursement be maintained by any Governmental Authority or under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effectany such Health Care Law. (c) Each Loan Party and each of its Subsidiaries shall maintain a corporate and health care regulatory compliance program (“RCP”) which is addresses the requirements of Health Care Laws, including HIPAA, and includes at least the following components: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) a Certified Medicare Provider or Certified Medicaid Provider has in specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including publicizing a timely manner filed all requisite cost reports, claims reporting system to allow employees and other reports required agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including discipline of individuals responsible for the failure to detect violations of the RCP; and (vi) mechanisms to immediately respond to detected violations of the RCP. Each Loan Party and each of its Subsidiaries shall modify such RCPs from time to time, as may be filed in connection necessary to ensure continuing compliance with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respectsapplicable Health Care Laws. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal IntermediaryUpon request, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect Agent (and/or its consultants) shall be permitted to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such partiesRCPs. (d) Schedule 8.30 hereto sets forth Each Loan Party that qualifies for reimbursement under the LTCH PPS shall timely submit quality reporting data or information to each applicable Governmental Authority pursuant to any Government Reimbursement Program, including standardized patient assessment data or information as required by the Improving Medicare Post-Acute Care Transformation (IMPACT) Act of 2014 (as may be amended from time to time) using either the LTCH Care Data set or the Centers for Disease Control and Prevention National Healthcare Safety Network (CDC NHSN), and each such Loan Party shall achieve data completeness thresholds on reporting quality measures set as 80% using the LTCH Care Data set or 100% using the CDC NHSN, as applicable. (e) Borrower shall promptly provide to Agent upon Agent’s reasonable request, an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements Third Party Payor Arrangements with respect to the business of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunderParties.

Compliance with Health Care Laws. Without limiting the generality of Sections 8.7 or 8.17, or any other representation or warranty made herein or in any of the other Financing Agreements: (a) Each Loan Party Borrower and Guarantor is in compliance in all material respects with all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effectthem. Without limiting the generality of the foregoing, no Loan Party Borrower or Guarantor has received notice by a Governmental Authority of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party Borrower and Guarantor has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party each Borrower and Guarantor and has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under applicable Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse EffectLaws. (c) Each Loan Party which Borrower and Guarantor who is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledgeknown claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFAthe Centers for Medicare and Medicaid Services, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party Borrower or Guarantor on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there There currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such partieslicensure. (d) Schedule 8.30 8.18 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties any Borrower or Guarantor with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified certified Medicare Provider provider or Certified certified Medicaid Provider provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Fourth Restatement Effective Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Fourth Restatement Effective Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where unless the failure to so comply does with any such law, rule or regulation has not have or had and could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each regulation and each Loan Party has and the owners of the facilities and other businesses managed by any Loan Party have all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain any such permit, license, franchise, certificate or other approval or authorization could not reasonably be expected to cause have a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to To the best of each the Loan Party’s Parties’ knowledge, there are no claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including including, without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to a Loan Party which could reasonably likely be expected to have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each the Loan Party’s Parties’ knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each the Loan Party’s Parties’ knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 5.27(d) hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all as of the Closing Date. Each such agreements are agreement is in full force and effect and no material default exists thereunder, except to the extent that (i) any such failure to be in full force and effect or any such default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) such agreement has been replaced prior to, or concurrently with, the termination thereof in accordance with the terms of Section 7.12(a).

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Closing Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 5.27 hereto sets forth an accurate, complete and current list, as of the Escrow Release Closing Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. Without limiting the generality of Sections 3.16 or 3.28 or any other representation or warranty made herein or in any of the other Loan Documents: (a) Each Loan Party is in compliance in all material respects with all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effectthem. Without limiting the generality of the foregoing, no Loan Party has received notice by a Governmental Authority of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs and as otherwise required by the applicable Health Care Laws or other applicable Law or regulationLaws, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each and each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under applicable Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and MedicaidLaws, except where the failure to obtain could in each case that has not had or would not reasonably be expected to cause have a Material Adverse Effect. (c) Each Loan Party which and each Restricted Subsidiary who is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Closing Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledgeknown claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFAthe Centers for Medicare and Medicaid Services, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party or Restricted Subsidiary on or before the Escrow Release Closing Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there There currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such partieslicensure. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. Without limiting the generality of Sections 8.7 or 8.18 hereof, or any other representation or warranty made herein or in any of the other Financing Agreements: (a) Each Loan Party Borrower and Guarantor is in compliance in all material respects with all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effectthem. Without limiting the generality of the foregoing, no Loan Party Borrower or Guarantor has received notice by a Governmental Authority of any confirmed violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987(42 U.S.C. § 1320a-7b(b)). (b) Each Loan Party Borrower and Guarantor has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulationLaws, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and each Borrower and Guarantor has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under applicable Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and MedicaidLaws, except where the failure to obtain maintain or have such permits, licenses, franchises, certificates or approvals could not reasonably be expected to cause result in a Material Adverse Effect. (c) Each Loan Party which Borrower and Guarantor who is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledgeknown claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFAthe Centers for Medicare and Medicaid Services, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party Borrower or Guarantor on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party date hereof which could reasonably likely have be expected to result in a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated herebyEffect. To the best of each Loan Party’s knowledge, there There currently exist no restrictions, deficiencies, required plans of correction corrective actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such partiesof any Borrower or Guarantor. (d) Schedule 8.30 8.19 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties any Borrower or Guarantor with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each regulation and each Loan Party has and the owners of the facilities and other businesses managed by any Loan Party have all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s 's knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party Borrower on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to Borrower as it may materially adversely affect any of the assets or business of a Loan Party which could reasonably likely have a Material Adverse Effect Party, or the consummation of the transactions contemplated hereby, has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s 's knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s 's knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 3.20(d) hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties Borrower with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified certified Medicare Provider provider or Certified certified Medicaid Provider provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Restatement Effective Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Restatement Effective Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Restatement Effective Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Restatement Effective Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 5.27 hereto sets forth an accurate, complete and current list, as of the Escrow Release Restatement Effective Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is Borrower and each of its respective Subsidiaries has complied during the past three years and presently complies in compliance all material respects with all Health Care Lawsapplicable statutes, including all Medicare and Medicaid program laws, ordinances, rules and regulations of all applicable governmental authorities affecting the conduct of each Borrower and its respective Subsidiaries with respect to itits health care businesses (including, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoingwithout limitation, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b1128B(b) of the Social Security Act) or , as amended, 42 U.S.C. Section 1320a-7(b), commonly referred to as the Medicare “Federal Anti-Kickback Statute;” and Medicaid Patient and Program Protection Act Section 1877 of 1987the Social Security Act, as amended, 42 U.S.C. Section 1395nn, commonly referred to as the “Xxxxx Statute” (collectively, “Health Care Laws”)). (b) Each Loan Party Borrower and each of its respective Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare OrganizationsHealth Care Organizations (if necessary for the services provided by any Borrower or for any program in which any of them participate), the Food and Drug Administration, Drug Enforcement Agency and Agency, State Boards of Pharmacy and the Federal Medicare, Medicaid and State Medicare and Medicaid other governmental health care programs as and as to the extent required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse EffectLaws. Each Loan Party Borrower and each of its respective Subsidiaries has all necessary permitsapplicable permits (including, licenseswithout limitation, franchises, certificates and other approvals or authorizations of Governmental Authority such permits as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulationsfederal, as are applicable thereto, and with respect to those facilities state and other businesses that participate in Medicare and/or Medicaid, health care laws) to receive reimbursement under Medicare Medicare, Medicaid and Medicaid, except where other governmental health care programs. Each Borrower and each of its respective Subsidiaries has in place a compliance plan to ensure compliance with the failure to obtain could not reasonably be expected to cause a Material Adverse EffectHealth Care Laws. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reportsNone of the Borrowers nor any of their respective Subsidiaries are or, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims to the best knowledge of each Loan Party’s knowledge, actions or appeals pending (Borrower and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assetsrespective Subsidiaries, orare likely to become the subject of investigations, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions corrective action, corporate integrity agreements or other such remedial measures with respect to Federal Medicare and/or Medicaid certifications, licensure or the Health Care Laws. None of the Borrowers nor any of their respective Subsidiaries have been convicted of, charged with or investigated for any material Medicare, Medicaid or other governmental health program-related offense, or have been debarred, excluded or suspended from participation in Medicare, Medicaid or any other governmental health care program, or have been subject to any order or consent decree of, or material criminal or civil fine or penalty imposed by, any court or governmental authority related to the Health Care Laws. Each Borrower and State each of its respective Subsidiaries is in compliance with Medicare Conditions of Participation, is a participating provider in good standing with Medicare and Medicaid certifications Medicaid, and has no knowledge of any material overpayments from Medicare or licensure against such parties. another governmental health care program other than those for which appropriate reserves have been taken on the books and records of the Borrowers. None of the Borrowers nor any of their respective Subsidiaries have arranged or contracted with (dby employment or otherwise) Schedule 8.30 hereto sets forth an accurate, complete and current listany individual or entity that any Borrower or any of its Subsidiaries knows or should know is excluded from participation in a federal health care program, as defined in 42 U.S.C. § 1320a-7b(f), for the provision of items or services for which payment may be made under such federal health care program. To the best knowledge of each Borrower and each of its respective Subsidiaries, there is no basis upon which any of the Escrow Release Date, Borrowers or any of all their respective Subsidiaries may be subject to permissive exclusion from participation agreements of the Loan Parties with in a federal health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereundercare program pursuant to 42 C.F.R. 1001.1001.

Compliance with Health Care Laws. (a) Each Loan Party Borrower is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party Borrower has not received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party Borrower has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law law or regulation, except where regulation and such Borrower and the failure to maintain owners of the facilities and other businesses managed by such records does not Borrower have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to will cause a Material Adverse Effectmaterial adverse effect on the financial condition of any Borrower. (c) Each Loan Party which Borrower who is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s the Borrowers’ knowledge, actions or appeals pending (and no Loan Party Borrower has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party Borrower on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to a Loan Party which could reasonably likely Borrower as it may have a Material Adverse Effect Adversely Effect, or the consummation of the transactions contemplated hereby, has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s Borrowers’ knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan PartyBorrower , or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s the Borrowers’ knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. Borrower is not a participant in the Periodic Interim Payment Program established pursuant to the Social Security Act. (d) Schedule 8.30 EXHIBIT 4.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties Borrowers with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, except where the failure to so comply does not have or could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each regulation and each Loan Party has and the owners of the facilities and other businesses managed by any Loan Party have all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse Effect. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s 's knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party Borrower on or before the Escrow Release Datedate hereof. No validation review or program integrity review related to Borrower as it may materially adversely affect any of the assets or business of a Loan Party which could reasonably likely have a Material Adverse Effect , or the consummation of the transactions contemplated hereby, has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s 's knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby. To the best of each Loan Party’s 's knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties. (d) Schedule 8.30 3.20(d) hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, list of all participation agreements of the Loan Parties Borrower with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.

Compliance with Health Care Laws. (a) Each Loan Party is Except as would not have or reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries are, and since December 31, 2014 have been, in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations Laws applicable to itthe Company and its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has, since December 31, 2014, received any written notice from any Governmental Authority alleging non-compliance with any Health Care Law. Neither the Company nor any of its Subsidiaries is a party to, or bound by, any Order, corporate integrity agreement, deferred prosecution agreement, settlement agreement, or consent decree with any Governmental Authority with respect to a violation of any Health Care Law, or, except where in the failure ordinary course of business, any monitoring agreement or plan of correction with any Governmental Authority with respect to so comply does a violation of any Health Care Law. (b) With respect to participation in Government Programs, except as would not have or could not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987. (b) Each Loan Party has maintained all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food Company and Drug Administrationeach of its Subsidiaries meet, Drug Enforcement Agency and State Boards since December 31, 2014 have met, the requirements for participation in, and receipt of Pharmacy and payment from, the Federal and State Medicare and Medicaid programs Government Programs in which the Company or such Subsidiary currently participates. Except as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does would not have or could not reasonably be expected to have a Company Material Adverse Effect. Each Loan Party , to the Knowledge of the Company, since December 31, 2014, none of the Company or its Subsidiaries has all necessary permits, licenses, franchises, certificates and other approvals billed or authorizations received any payment or reimbursement in excess of Governmental Authority as are required under amounts allowed by Health Care Laws and under such HMO Laws. Except as would not have or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause have a Company Material Adverse Effect, since December 31, 2014, the Company and its Subsidiaries have not received any written notice of denial of payment, overpayment, recoupment, penalty or fine from any Government Program with respect to services provided by the Company or its Subsidiaries. None of the Company or its Subsidiaries has been served with or received any search warrant, subpoena or civil investigative demand from any Governmental Authority alleging or relating to a material violation of a Health Care Law, nor does the Company otherwise have Knowledge of any active investigation by a Governmental Authority alleging the Company has materially violated Health Care Laws. (c) Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reportsTo the Knowledge of the Company, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Date, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledge, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which could reasonably likely have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or neither Company nor any of its assetsSubsidiaries has and none of their respective directors, orofficers, the consummation agents or employees has, directly or indirectly: (a) knowingly and willfully made or caused to be made a false statement or representation of a fact in any application for any benefit or payment payable by a Government Program; (b) knowingly and willfully made or caused to be made any false statement or representation of a fact for use in determining rights to any benefit or payment payable by a Government Program; (c) failed to disclose knowledge by a claimant of the transactions contemplated hereby. To occurrence of any event affecting the best initial or continued right to any benefit or payment on its own behalf or on behalf of each Loan Party’s knowledgeanother, there currently exist no restrictionswith intent to fraudulently secure such benefit or payment payable by a Government Program; (d) knowingly and willfully solicited or received any remuneration (including any kickback, deficienciesbribe or rebate), required plans directly or indirectly, overtly or covertly, in cash or in kind or offered to pay or receive such remuneration (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of correction actions any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (ii) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid; (e) otherwise made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business payable by any Government Program, (ii) to pay for favorable treatment for Government Program business secured; or (f) established or maintained any fund or asset that has not been recorded in the books and records of such remedial measures with respect to Federal and State Medicare and Medicaid certifications of the Company or licensure against such partiesits applicable Subsidiary, as appropriate. (d) Schedule 8.30 hereto sets forth an accurateThe Company and its Subsidiaries have implemented compliance programs reasonably designed to cause the Company and its Subsidiaries to be in compliance in all material respects with applicable Health Care Laws. (e) Except as would not, complete individually or in the aggregate, have or reasonably be expected to have a material impact on the Company and current listits Subsidiaries taken as a whole, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, agents or employees, (i) has been excluded, suspended or debarred from participation in any Government Program, (ii) has been convicted of, or is being investigated with respect to, any criminal offense relating to the delivery of any item or service under a Government Program or other health care services, or (iii) has been or is a party to or subject to any Legal Action concerning any of the matters described in the foregoing clauses (i) or (ii). (f) The Company and its Subsidiaries are in compliance with all applicable state and federal privacy and security laws, including having business associate or confidentiality agreements in effect as required by HIPAA with all of their Business Associates (as defined in 45 C.F.R. 160.103), except as would not have or reasonably be expected to have a Company Material Adverse Effect. Except as would not have or reasonably be expected to have a Company Material Adverse Effect, when acting as a Business Associate, each of the Company or its applicable Subsidiary has in effect agreements with each of its Covered Entity (as defined in 45 C.F.R. § 160.103) clients that satisfy the requirements of 45 C.F.R. § 164.504(e), and none of the Company or its Subsidiaries is in breach of any such agreement. Except as would not have or reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiaries has received any written complaint from any person regarding any Company or Subsidiary agents’, employees’ or contractors’ uses or disclosures of, or security practices regarding, individually identifiable health-related information and (ii) to the Knowledge of the Company, none of the Company or any Subsidiary has experienced a Breach of Unsecured Protected Health Information (as those terms are defined in 45 C.F.R. 164.402) by any of the Company or its Subsidiaries or any agent, employee or contractor of any of the Company or its Subsidiaries. (g) Except as would not have or reasonably be expected to have a Company Material Adverse Effect, the Company maintains, and since December 31, 2014 has maintained, all accreditations required for Company Permits and participation in Government Programs. In each such instance, as required by Law for such Permit or participation in Government Programs, the Company is accredited by the Commission on Accreditation of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunderMedical Transport Systems (“CAMTS”) and/or National Accreditation Alliance Medical Transport Application (“NAAMTA”). The Company has not had any accreditation by CAMTS or NAAMTA denied or revoked.

Compliance with Health Care Laws. Without limiting the generality of or any other representation or warranty made herein or in any of the other Loan Documents: (a) Each Loan Party Borrower is in compliance in all respects with all applicable Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to itthem, except where the failure to so comply does not have or could not reasonably be expected to have result in a Material Adverse EffectChange. Without limiting the generality of the foregoing, no Loan Party Borrower has received notice by a Governmental Authority of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 19871987 that could reasonably be expected to result in a Material Adverse Change. (b) Each Loan Party Borrower has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation, except where the failure to maintain such records does not have or could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and each Borrower and has all necessary permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under applicable Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain could not reasonably be expected to cause a Material Adverse EffectLaws. (c) Each Loan Party Borrower which is a Certified Medicare Provider provider or Certified Medicaid Provider provider with a valid provider agreement or operating under a temporary agreement in accordance with all applicable laws, has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the Escrow Release Datedate hereof, all of which are complete and correct in all material respects. There are no claims to the best of each Loan Party’s knowledgeknown claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or Governmental Authority, including without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFAthe Centers for Medicare and Medicaid Services, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party Borrower on or before the Escrow Release Date. No validation review or program integrity review related to a Loan Party which date hereof, in any case that could reasonably likely have be expected to result in a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of each Loan Party’s knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated herebyChange. To the best of each Loan Party’s knowledge, there There currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State state Medicare and Medicaid certifications or licensure against such partieslicensure, in any case that could reasonably be expected to result in a Material Adverse Change. (d) Schedule 8.30 hereto sets forth an accurate, complete and current list, as of the Escrow Release Date, of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.