Common use of Compliance with Healthcare Laws Clause in Contracts

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether assistants who are employees, independent contractors or leased personnel of each any Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional servicesservices on behalf of such Loan Party, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is has been and no Licensed Personnel are has been excluded from participation in any federal or state healthcare program or are is listed on the General Services Administration list of excluded parties, except for failures of any of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programsprograms in which such Loan Party participates, individually or in the aggregate, would not have a Material Adverse Effect. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Restricted Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare programprogram in which such Loan Party participates, any other material Third Party Payor Arrangement, or of any participation agreementsArrangement in which such Loan Party participates, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services or participation in any Third Party Payor Arrangement in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate)participate, and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each No Loan Party and professional corporation and professional association with which a Loan Party that has entered into a management services agreement or other affiliation agreement with a professional corporation and professional association, and each such professional corporation and professional association, conducts its business in material compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, The Company and its subsidiaries: (i) each of the physiciansalong with its employees, nurse practitionersofficers and directors, and physicians assistants, whether employeesto the Company’s knowledge, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional servicesagents, and, when required, holds a valid have complied with and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare applicable provisions of the health care laws, including the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq.; the regulations promulgated pursuant to such laws; and any similar federal, state and local laws and regulations of any governmental authority including the Regulatory Agencies applicable to the ownership, testing, development, manufacture, packaging, processing, use, sale, distribution, storage, import, export or disposal of any of the Company’s products or product candidates (collectively the “Health Care Laws”); (ii) have not received any United States Food and Drug Administration Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority, including any notified body alleging or asserting non-compliance with (A) any Health Care Laws or (B) or any licenses, approvals, clearances, exemptions, CE Certificates of Conformity, permits, registrations, authorizations, and supplements or amendments thereto required by any such Health Care Laws (“Regulatory Authorizations”); (iii) possess all agreements between a Loan Party Regulatory Authorizations required to conduct its business as currently conducted and a hospital such Regulatory Authorizations are valid and all agreements between a Loan Party in full force and Licensed Personnel are effect and the Company is not in compliance violation, in all any material respects with all Healthcare Laws and respect, of any term of any such Regulatory Authorizations; (iv) no Loan Party is have fulfilled and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on performed all of its material obligations with respect to the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws Regulatory Authorizations and, to the BorrowerCompany’s knowledge, there are no presently existing circumstances event has occurred which allows, or after notice or lapse of time would result allow, revocation or likely would result termination thereof or results in violations any other material impairment of the Healthcare Laws except such rights of the foregoing thatholder of any such Regulatory Authorization; (v) have not received written notice of any claim, individually action, suit, proceeding, hearing, enforcement, investigation, arbitration or in the aggregateother action (“Proceeding”) from any governmental authority including any Regulatory Agency or any other third party alleging a material violation of any Health Care Laws or Regulatory Authorizations or limiting, would not have a Material Adverse Effect. Each Loan Party will havesuspending, effective as of the Closing Date and at all times thereaftermodifying, such Permits, licenses, franchises, certificates and other or revoking any material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto)Regulatory Authorizations, and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists governmental authority including any Regulatory Agencies or event any other third party is considering any Proceeding; (vi) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws or Regulatory Authorizations (“Reports”) and that all such Reports were materially complete and correct on the date filed (or were materially corrected or supplemented by a subsequent submission); (vii) along with its employees, officers and directors, and to the Company’s knowledge, independent contractors and agents, is not a party to or has occurred whichany ongoing reporting obligations pursuant to any corporate integrity agreements, in itself deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of imposed by any governmental consent applicable authority including any Regulatory Agencies; and (viii) along with its employees, officers and directors, and to any Loan Party the Company’s knowledge, independent contractors and agents, has not been excluded, suspended or Subsidiary of a Loan Party debarred from, or service Subsidiary of a Loan Party or such Loan Party’s otherwise ineligible for participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, government health care program or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s businesshuman clinical research. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. The Corporation: (aA) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, is and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) at all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are times has been in compliance in all material respects with all applicable statutes, rules, regulations, ordinances, orders, by-laws, decrees and guidances applicable to it under any Applicable Laws relating in whole or in part to health and safety and/or the environment, any implementing regulations pursuant to any of the foregoing, and all similar or related federal, state, provincial or local healthcare statutes, regulations and directives applicable to the business of the Corporation, including but not limited to Applicable Laws concerning fee-splitting, kickbacks, corporate practice of medicine, disclosure of ownership, related party requirements, survey, certification, licensing, civil monetary penalties, self-referrals, or laws concerning the privacy and/or security of personal health information and breach notification requirements concerning personal health information (collectively, “Applicable Healthcare Laws”); (B) has not received any correspondence or notice from any Governmental Entity alleging or asserting material noncompliance with any Applicable Healthcare Laws or any Permits required by any such Applicable Healthcare Laws; (C) has not received notice of any pending or threatened claim, suit, proceeding, charge, hearing, enforcement, audit, inspection, investigation, arbitration or other action from any Governmental Entity or third party alleging that any operation or activity of the Corporation, or any of their directors, officers and/or employees is in material violation of any Applicable Healthcare Laws or Permit required by any such Applicable Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws the Corporation does not have any knowledge or reason to believe that any such Governmental Entity or third party is considering or would have reasonable grounds to consider any such claim, suit, proceeding, charge, hearing, enforcement, audit, inspection, investigation, arbitration or other action; and (ivD) no Loan Party is either directly has, or indirectly on its behalf has, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and no Licensed Personnel are excluded from participation in any federal supplements or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs amendments as required by the any Applicable Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Governmental Entity required by any such Applicable Healthcare Laws in order to keep all Permits in good standing, valid and in full force (except such of where the foregoing thatfailure to so file, declare, obtain, maintain or submit would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Loan Party will have, effective as of Effect on the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operateCorporation), and all other Third Party Payor Arrangements that such Loan Party currently bills reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the past billed except where the failure to have such authorization would not have, either individually date filed (or in the aggregate, were corrected or supplemented by a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effectsubsequent submission). (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether assistants who are employees, independent contractors or leased personnel of each any Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional servicesservices on behalf of such Loan Party, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is has been and no Licensed Personnel are has been excluded from participation in any federal or state healthcare program or are is listed on the General Services Administration list of excluded parties, except for failures of any of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programsprograms in which such Loan Party participates, individually or in the aggregate, would not have a Material Adverse Effect. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Restricted Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare programprogram in which such Loan Party participates, any other material Third Party Payor Arrangement, or of any participation agreementsArrangement in which such Loan Party participates, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services or participation in any Third Party Payor Arrangement in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx bill the Medicare and Medicaid programs (in the state or states in which such entities operate)participate, and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower Holdings has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each No Loan Party and professional corporation and professional association with which a Loan Party that has entered into a management services agreement or other affiliation agreement with a professional corporation and professional association, and each such professional corporation and professional association, conducts its business in material compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting Neither the generality Company nor any Subsidiary of any other representation or warranty made herein, the Company has (i) each solicited, offered, authorized, promised, made or agreed to make gifts of the physiciansmoney, nurse practitionersother property, and physicians assistantsor other things of value to an actual or potential customer, whether employeesDental Provider, independent contractors facility, supplier, governmental employee, beneficiary of Medicaid or leased personnel any other governmental healthcare program, or other actual or potential patients or enrollees in an Insurance Contract, to induce such person or entity to purchase an Insurance Contract or refer, order, or select a health care item, service, or provider in violation of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and any applicable state license to prescribe controlled substances, Healthcare Law; (ii) provided anything of value to a governmental employee in a position to assist or hinder the Company or any Subsidiary of the Company in connection with any examination, audit, investigation, or actual or proposed business transaction; or (iii) maintained any unrecorded fund or asset for any illegal purpose, except as may be listed on Section 2.28(a) of the Disclosure Schedule. Neither the Company nor any Subsidiary of the Company has entered into a fee splitting arrangement with any Dental Provider. The parties acknowledge and agree that the Dental Provider Agreements which set the fees which the Dental Provider will be paid for dental services and may in some cases permit the Company or a Subsidiary to withhold a portion of the fee are not considered fee splitting arrangements for purposes of this representation. (b) Except as listed on Section 2.28(b) of the Disclosure Schedule, the Company and each Subsidiary of the Company have timely filed all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Partymaterial regulatory reports, are schedules, statements, contracts, documents, filings, submissions, forms, registrations, data and other documents, together with any amendments or supplements required to be made with respect thereto, that each was required by applicable law to file with any Governmental Authority, including state health and insurance regulatory authorities and any applicable federal regulatory authorities. All such reports, schedules, statements, contracts, documents, filings, submissions, forms, registrations, data and other documents were substantially complete, correct and in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all applicable Healthcare Laws and (iv) no Loan Party is when filed, or as amended or supplemented, and no Licensed Personnel are excluded from participation in material deficiencies or liabilities have been asserted by any federal or state healthcare program or are listed on the General Services Administration list of excluded partiesGovernmental Authority with respect thereto. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations Section 2.28(b) of the Healthcare Laws except such of the foregoing thatDisclosure Schedule identifies all audits, individually inspections, examinations or in the aggregateinvestigations conducted by any Governmental Authority since January 1, would not have a Material Adverse Effect. Each Loan Party will have2013 (specifically excluding routine audits, effective as of the Closing Date and at all times thereafterinspections, such Permits, licenses, franchises, certificates and other material approvals examinations or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services investigations conducted in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operatecourse), together with all findings, complaints, correspondence and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effectmaterial information relating thereto. (c) As applicableExcept as set forth in Section 2.28(c) of the Disclosure Schedule, neither the Borrower Company nor any Subsidiary of the Company has adopted made, or currently has any agreements to make, any payments to Producers or consultants which payments were or are contingent upon the placement of business with the Company or any Subsidiary of the Company by any Producers or consultants, and where the same would violate applicable Healthcare Laws. The Parties hereby acknowledge that the Company or a compliance plan Subsidiary of the purpose Company pay commissions under the Producer Agreements based on the placement of which business with the Company or a Subsidiary as is customary in the insurance industry, and that such payments are not within the scope of this representation. To the Knowledge of the Company and Subsidiaries of the Company, neither the Company nor any Subsidiary of the Company has paid, or currently has any agreements to assure that each Loan Party and its Licensed Personnel pay, any compensation to any Producer or consultant where such Producer or consultant is in material compliance with also receiving compensation from a customer or potential customer of the Business, where the same would violate applicable Healthcare Laws. (d) Each Loan Party The Company and professional corporation its Subsidiaries have adopted a credentialing program to periodically review the credentials of current Dental Providers and professional association applicants for a new Dental Provider Contract. Since January 1, 2013, each Person that is or has been party to a Dental Provider Contract (i) is and has been qualified for participation in the Company’s network; and (ii) was as of the most recent credentialing or re-credentialing review in material compliance with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business the credentialing standards for participation in the Company’s network, and to the Knowledge of the Company remains in compliance with all applicable Corporate Practice of Medicine Lawssuch standards. (e) Each Loan Party will haveThere is no pending administrative, effective as civil or criminal Proceeding against the Company or any Subsidiary of the Closing Date Company. All practices of the Company and each Subsidiary of the Company have been in material compliance with applicable Healthcare Law. (f) Other than regularly scheduled audits, examinations and reviews, no Proceedings related to the Company or any Subsidiary of the Company or the Business, is currently being conducted by any entity, commission, board or agency; and no such reviews are scheduled, pending or, to the Knowledge of the Company, threatened against or affecting the Company, any Subsidiary or the Business. Except as set forth on Section 2.28(f) of the Disclosure Schedules, other than regularly scheduled credentialing and re-credentialing reviews, neither the Company nor any Subsidiary is currently conducting any audit or review of any Dental Provider, including any peer review or claims review, and no such reviews are scheduled or pending. (g) Except as set forth on Section 2.28(g) of the Disclosure Schedules, neither the Company nor any Subsidiary of the Company (i) is a party to a settlement or corporate integrity agreement with any Governmental Authority relating to alleged noncompliance with any applicable Healthcare Law, (ii) has reporting or other obligations pursuant to any settlement agreement or other similar agreement, arrangement or requirement entered into with any Governmental Authority relating to alleged noncompliance with any applicable Healthcare Law, (iii) is a defendant to any pending and unsealed litigation either at all times thereafter, such Permits, licenses, franchises, certificates and other approvals a federal or authorizations of governmental or regulatory authorities as are necessary under state level relating to alleged noncompliance with any applicable Requirements of Law Law, (iv) has been served with or received any search warrant, subpoena, civil investigation demand, or contact letter by or from any Governmental Authority, or is subject to own their respective properties and conduct their respective business (including such Permits as are required under such federalany request for information, state and audit, examination, administrative inquiry or other formal or informal complaint related to any alleged violation of any applicable Healthcare Laws as are applicable thereto)Law, and (v) has received any written notice from employees, independent contractors, vendors or any other Person alleging any violation of any applicable Healthcare Law. There are not any pending self-disclosures, voluntary disclosures, or material refunds with respect to receive reimbursement the Company or any Subsidiary of the Company. (h) Since January 1, 2013, the Company and the Subsidiaries of the Company have operated an effective corporate compliance program. The Company’s corporate compliance program was filed with the Centers for Medicare & Medicaid Services as part of the application process for certification as a Qualified Health Plan, which application was approved. The Company and the Subsidiaries of the Company have Made Available complete and accurate copies of all compliance program materials. Neither the Company nor any Subsidiary of the Company is currently aware of or conducting any internal investigation that could reasonably result in (i) a refund, fine, or penalty in excess of $25,000 to any Governmental Authority, (ii) material liability for the Company or any Subsidiary of the Company, or (iii) the voluntary disclosure of any issue to any Governmental Agency. (i) The Company and the Subsidiaries of the Company are operating, and since January 1, 2013, have operated the Business in material compliance with all applicable Healthcare Laws. (j) Except as otherwise set forth in Section 2.28(j) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company, has engaged in any activities which are prohibited under any applicable Healthcare Laws. (k) Since January 1, 2013, the Company and the Subsidiaries of the Company have each maintained substantially all records required to be retained in connection with its operation of the Business by: (i) federal and state healthcare programsagencies pursuant to applicable Law, and (ii) private entities with which the Company or Subsidiary has contracted. (l) Except as set forth in Section 2.28(l) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is accredited by any other third-party accreditation organization. (m) Neither the Company nor any Subsidiary of the Company has, during the past six (6) years, been a party to a contract with a Governmental Authority for a Program or engaged in Company Business that would be subject to the Governmental Program Law.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Original Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx bxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Original Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made hereinThe Company and its Subsidiaries, taken as a whole, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Lawslegal requirements (including applicable Laws of any Governmental Entity) relating to the provision, administration and/or payment for insurance, insurance-related, and healthcare-related products, services or functions in the conduct of their respective businesses, including, but not limited to (iiiA) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any applicable federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards insurance and insurance marketing legal requirements, including applicable Medicare, Medicaid, and CHIP statutory or rule requirements; (B) applicable federal and state health insurance exchange (including Federally-Facilitated Marketplace and State Partnership Marketplace) statutory or rule requirements; (C) the Patient Protection and Affordable Care Act (Pub. L. No. 111-48) and Health Care and Education Reconciliation Act (Pub. L. No. 111-152) and regulations promulgated thereunder (collectively, “Affordable Care Act”) relating to the provision of pharmacy insurance and market exchanges; (D) the federal and/or state healthcare programs Health Insurance Portability and Accountability Act of 1996, as required amended by the Healthcare Laws andHealth Information Technology for Economic and Clinical Health Act, and regulations promulgated thereunder (collectively, “HIPAA”); (E) applicable legal requirements concerning the privacy and/or security of personal data of or concerning an individual (including “protected health information” as that term is defined under HIPAA), including, where applicable, state data breach notification legal requirements, except where the non-compliance with such laws, acts, regulations and other requirements would not, reasonably be expected to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at (ii) possess all times thereaftermaterial certificates, such Permitsauthorizations, licenses, franchisespermits, certificates and or other material approvals or authorizations required of governmental or regulatory authorities as are necessary them under applicable Requirements of Law the foregoing laws to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto)businesses, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledgerevocation or modification of any such certificate, there currently exist no restrictionsauthorization, deficiencieslicense, required plans permit, or approval which, if the subject of corrective actions an unfavorable decision, ruling or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregatefinding, would not have a Material Adverse Effect. The Borrower has no knowledge that , and (iii) have not received notice from any condition exists governmental or event has occurred whichregulatory authority of potential or actual material non-compliance by, in itself or with liability of, the giving Company or any of notice its Subsidiaries under the foregoing laws, except where doing so would not violate applicable law or lapse of time regulations or both, would not reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting Borrower and Sponsor and, to the generality actual knowledge of Borrower without inquiry, each Operator Party has timely filed or caused to be timely filed, all material cost reports and other reports of every kind whatsoever required by a Government Reimbursement Program, to have been filed or made with respect to the business operations of Borrower and Sponsor and Operator Party. There are no claims, actions or appeals pending (and none of Borrower, Sponsor or, to the knowledge of Borrower, any other representation Operator Party has filed any claims or warranty made hereinreports which should result in any such claims, actions or appeals) before any Governmental Authority pertaining to Borrower’s or Sponsor’s or, to the knowledge of Borrower, Operator Party’s business operations including, without limitation, any intermediary or carrier, the provider reimbursement review board or the administrator of CMS, with respect to any Medicare or Medicaid cost reports or claims filed by Borrower, Sponsor or Operator Party, or any disallowance by any Governmental Authority in connection with any audit of such cost reports;] (b) Borrower, Sponsor, and, to the actual knowledge of Borrower without inquiry, Operator Party have obtained all necessary accreditations to operate its business as now conducted, and currently is in compliance with all statutory and regulatory requirements applicable to it, the failure of which would have a Material Adverse Effect; (c) With the exception of those customary and periodic investigations, inspections, inquiries, and audits required to be conducted of all facilities licensed or certified in the manner of the Healthcare Facility per the requirements of Applicable Laws or by private payor contract, none of Borrower, Sponsor, or, to the actual knowledge of Borrower without inquiry, any Operator Party is currently nor has in the past been subject to: (i) each of the physiciansany state or local governmental investigation, nurse practitionersinspection or inquiry related to any license or licensure standards applicable to Borrower, and physicians assistants, whether employees, independent contractors Sponsor or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, Operator Party; (ii) all Licensed Personnelany federal, state, local governmental or private payor civil or criminal investigations, inquiries or audits involving and/or related to any federal, state or private payor healthcare fraud and abuse provisions or contractual prohibitions of healthcare fraud and abuse; or (iii) any federal, state or private payor inquiry, investigation, inspection or audit regarding Borrower, Sponsor, or Operator Party or their activities, including, without limitation, any federal, state or private payor inquiry or investigation of any Person having “ownership, financial or control interest” in Borrower, Sponsor, or any Operator Party (as that term is defined in 42 C.F.R. § 420.201 et seq.) involving and/or related to healthcare fraud and abuse, false claims under 31 U.S.C. §§ 3729-3731 or any similar contractual prohibition, or any qui tam action brought pursuant to 31 U.S.C. § 3729 et seq.; (d) No director, officer, shareholder, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in Borrower, Sponsor, or, to the exercise actual knowledge of their respective duties on behalf Borrower without inquiry, Operator Party: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. § 1320a-7a; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. § 1320a-7b); (iii) has been convicted (as that term is defined in 42 C.F.R. § 1001.2) of any of those offenses described in 42 U.S.C. § 1320a-7b or 18 U.S.C. §§ 669, 1035, 1347, 1518, including without limitation any of the following categories of offenses: (A) criminal offenses relating to the delivery of an item or service under any Federal Health Care Program (as that term is defined in 42 U.S.C. § 1320a-7b) or healthcare benefit program (as that term is defined in 18 U.S.C. § 24b); (B) criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a Loan Partyhealthcare item or service; (C) criminal offenses under Laws relating to fraud and abuse, theft, embezzlement, false statements to third parties, money laundering, kickbacks, breach of fiduciary responsibility or other financial misconduct in connection with the delivery of a healthcare item or service or with respect to any act or omission in a program operated by or financed in whole or in part by any federal, state or local governmental agency; (D) Laws relating to the interference with or obstruction of any investigations into any criminal offenses described in subclauses (i) through (iii) above; or (E) criminal offenses under Applicable Laws relating to the unlawful manufacturing, distribution, prescription or dispensing of a controlled substance; or (iv) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§ 3729-3731 or qui tam action brought pursuant to 31 U.S.C. § 3729 et seq.; (e) Borrower and Sponsor are and shall continue to be in compliance in all material respects with all Healthcare LawsApplicable Laws relating to its relationships with physicians; (f) Borrower, Sponsor, and their employees and contractors (iii) all agreements between a Loan Party other than contracted agencies), in the exercise of their duties on behalf of Borrower and a hospital Sponsor are and all agreements between a Loan Party and Licensed Personnel are shall continue to be in compliance in all material respects with all Laws (including, without limitation, Healthcare Laws and (ivLaws) no Loan Party is and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, applicable to the Borrower’s knowledgecollections on Accounts, there are no presently existing circumstances which would result any contracts relating thereto or likely would result in violations of the Healthcare Laws except such of the foregoing thatany other Collateral, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent otherwise applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregateits business and properties, a Material Adverse Effect; provided, however, nothing in violation of which could materially affect its ability to collect on its Accounts or repay the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business.Obligations; (bg) Each Loan Party that provides All Persons providing professional Medical Services and each health care services for or on behalf of its Licensed Personnel has the requisite National Provider Identifier Borrower or Sponsor (“NPI”either as an employee or independent contractor) or other authorizations requisite to xxxx the Medicare and Medicaid programs (are appropriately licensed in the state or states every jurisdiction in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect.they hold themselves out as professional health care providers; and (ch) As applicableNo Healthcare Authorizations of Borrower or Sponsor have been suspended, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Lawsrevoked, limited or denied renewal at any time. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made hereinThe Company and its Subsidiaries, taken as a whole, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Lawslegal requirements (including applicable Laws of any Governmental Entity) relating to the provision, administration and/or payment for insurance, insurance-related and healthcare-related products, services or functions in the conduct of their respective businesses, including, but not limited to, (A) applicable federal and state insurance and insurance marketing legal requirements, including applicable Medicare, Medicaid and CHIP statutory or rule requirements; (B) applicable federal and state health insurance exchange (including Federally Facilitated Marketplace and State Partnership Marketplace) statutory or rule requirements; (C) the Patient Protection and Affordable Care Act (Pub. L. No. 111-48) and Health Care and Education Reconciliation Act (Pub. L. No. 111-152) and regulations promulgated thereunder relating to the provision of insurance and market exchanges; (D) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and regulations promulgated thereunder (collectively, “HIPAA”); (E) applicable legal requirements concerning the privacy and/or security of personal data of or concerning an individual (including “protected health information” as that term is defined under HIPAA), including, where applicable, state data breach notification legal requirements, except where the non-compliance with such laws, acts, regulations and other requirements would not, reasonably be expected to have a Company Material Adverse Effect, (ii) possess all material certificates, authorizations, licenses, permits or other approvals required of them under the foregoing laws to conduct their respective businesses, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, license, permit or approval that, if the subject of an unfavorable decision, ruling or finding, would have a Company Material Adverse Effect, and (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded have not received notice from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary authority of potential or actual material non-compliance by, or liability of, the Company or any of its Subsidiaries under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensureforegoing laws, except such of the foregoing that, individually or in the aggregate, where doing so would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists violate applicable law or event has occurred which, in itself regulations or with the giving of notice or lapse of time or both, would not reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of have a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Company Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Each Loan Party and each of their respective Subsidiaries is, and at all times during the three (3) calendar years immediately preceding the Third A&R Effective Date has been, in compliance with all Healthcare Laws and requirements of Third Party Payor Programs applicable to it, its assets, business or operations, including all conditions of coverage and conditions of participation under any Government Program, except where non-compliance with any of the foregoing, individually or in the aggregate, would not have a Material Adverse Effect. To any Loan Party’s knowledge, no circumstance exists or event has occurred which could reasonably be expected to result in a material violation of any Healthcare Law or any requirement of any Third Party Payor Program. There are no pending (or, to the knowledge of any Loan Party, threatened) Proceedings against or affecting any Loan Party or, to the knowledge of any Loan Party, any Licensed Personnel, relating to any actual or alleged non-compliance with any Healthcare Law or requirement of any Third Party Payor other than those Proceedings that would not reasonably be expected to have, in the aggregate, a Material Adverse Effect. To any Loan Party’s knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any such Proceeding against or affecting any Loan Party or any Licensed Personnel. (b) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license registration and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all applicable Healthcare Laws, (iii) all agreements between a Loan Party and a hospital or other health care facility and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all applicable Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are debarred, disqualified, suspended or excluded from participation in any federal or state healthcare program Government Program or are listed on the United States Department of Health and Human Services Office of Inspector General List of Excluded Individuals/Entities or General Services Administration list of excluded parties, except where non-compliance with any of the foregoing subsections, individually or in the aggregate, would not have a Material Adverse Effect, nor to any Loan Party’s knowledge is any such debarment, disqualification, suspension or exclusion threatened or pending. To the Borrowerany Loan Party’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by any Governmental Authority, including state licensing boards and agencies, CMS, Drug Enforcement Agency Administration and state boards of pharmacy and the federal and/or state healthcare programs any Government Program as required by the Healthcare Laws and, to the Borrowerany Loan Party’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to participate in and receive reimbursement under federal and state healthcare programs. any Government Program, except where non-compliance with any of the foregoing, individually or in the aggregate, would not have a Material Adverse Effect. (c) To the Borrowerany Loan Party’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ under any Government Program’s certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower Without limiting the foregoing, no validation review, program integrity review, audit or other investigation related to any Loan Party or their respective operations (i) has no been conducted by or on behalf of any Governmental Authority, or (ii) is scheduled, pending or, to the knowledge of any Loan Party, threatened, that would have, either individually or in the aggregate, a Material Adverse Effect. No Loan Party has any knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare programGovernment Program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. There is no investigation, audit, claim review, or other action pending, or to the knowledge of any Loan Party, threatened, which would reasonably be expected to result in a suspension, revocation, termination, restriction, limitation, modification or non-renewal of any material Reimbursement Approval or result in any Loan Party’s or any of their Subsidiaries’ exclusion from any Third Party Payor. (bd) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations and Permits requisite to xxxx bxxx the Medicare and Medicaid programs Programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrowerany Loan Party’s knowledge, threatened which could would likely result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number number, Permit or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (ce) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made hereinThe Company and its Subsidiaries, taken as a whole, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Lawslegal requirements (including applicable Laws of any Governmental Entity) relating to the provision, administration and/or payment for insurance, insurance-related and healthcare-related products, services or functions in the conduct of their respective businesses, including, but not limited to, (iiiA) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any applicable federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards insurance and insurance marketing legal requirements, including applicable Medicare, Medicaid and CHIP statutory or rule requirements; (B) applicable federal and state health insurance exchange (including Federally Facilitated Marketplace and State Partnership Marketplace) statutory or rule requirements; (C) the Patient Protection and Affordable Care Act (Pub. L. No. 111-48) and Health Care and Education Reconciliation Act (Pub. L. No. 111-152) and regulations promulgated thereunder relating to the provision of pharmacy insurance and market exchanges; (D) the federal and/or state healthcare programs Health Insurance Portability and Accountability Act of 1996, as required amended by the Healthcare Laws andHealth Information Technology for Economic and Clinical Health Act, and regulations promulgated thereunder (collectively, “HIPAA”); (E) applicable legal requirements concerning the privacy and/or security of personal data of or concerning an individual (including “protected health information” as that term is defined under HIPAA), including, where applicable, state data breach notification legal requirements, except where the non-compliance with such laws, acts, regulations and other requirements would not, reasonably be expected to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at (ii) possess all times thereaftermaterial certificates, such Permitsauthorizations, licenses, franchises, certificates and permits or other material approvals or authorizations required of governmental or regulatory authorities as are necessary them under applicable Requirements of Law the foregoing laws to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto)businesses, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledgerevocation or modification of any such certificate, there currently exist no restrictionsauthorization, deficiencieslicense, required plans of corrective actions permit or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing approval that, individually if the subject of an unfavorable decision, ruling or in the aggregatefinding, would not have a Material Adverse Effect. The Borrower has no knowledge that , and (iii) have not received notice from any condition exists governmental or event has occurred whichregulatory authority of potential or actual material non-compliance by, in itself or with liability of, the giving Company or any of notice its Subsidiaries under the foregoing laws, except where doing so would not violate applicable law or lapse of time regulations or both, would not reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business. (b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

Compliance with Healthcare Laws. (a) Without limiting the generality of any other representation or warranty made herein, (i) the Credit Parties and each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“Licensed Personnel”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, facilities operated by Credit Parties and, when requiredto Credit Parties’ knowledge, holds a valid each of Credit Parties’ licensed employees and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, contractors (iiother than contracted agencies) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Partyany Credit Party or any such facilities, are is in compliance in all material respects with all Healthcare Lawsany Requirement of Law, including applicable statutes, laws, ordinances, rules and regulations of any federal, state or local Governmental Authority with respect to regulatory matters primarily relating to patient healthcare and reimbursement therefor (iiiincluding without limitation Medicare Regulations, Medicaid Regulations, HIPAA, 42 U.S.C. Section 1320a-7(b) all agreements between a Loan Party and a hospital 42 U.S.C Section 1395nn and all agreements between a Loan Party and Licensed Personnel there are no presently existing circumstances which would result or likely would result in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in violations of any federal or state healthcare program or are listed on Requirement of Law. Without limiting the General Services Administration list generality of excluded parties. To the Borrower’s knowledgeforegoing, each Loan of the Borrower and the other Credit Parties represents that: (a) Each Credit Party has maintained in all material respects all records required to be maintained by state licensing boards the Joint Commission on Accreditation of Healthcare Organizations or the Community Health Accreditation Program (as applicable), the Food and agencies, CMSDrug Administration, Drug Enforcement Agency and state boards State Boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Pharmacy Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided, however, nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s businessMedicaid. (b) Each Loan Credit Party that provides professional Medical Services and each the owners of its Licensed Personnel has the requisite National Provider Identifier (“NPI”) or facilities and other authorizations requisite to xxxx the Medicare and Medicaid programs (in the state or states in which businesses managed by such entities operate), and all other Third Credit Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect. (c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws. (d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws. (e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permitspermits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law law to own their respective properties and to conduct their respective business (including without limitation such Permits permits as are required under such federal, state and other Healthcare Laws as are applicable thereto)health care laws) and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, and to receive reimbursement under Medicare and Medicaid. (c) (i) No Credit Party or individual employed by any Credit Party is reasonably expected to have criminal culpability under, or to be excluded or suspended from participation in, any Medical Reimbursement Program for their corporate or individual actions or failures to act where such culpability, exclusion and/or suspension has or could be reasonably expected to result in a Material Adverse Effect; and (ii) no member of management continues to be employed by any Credit Party who may reasonably be expected to have individual culpability for matters under investigation by any Governmental Authority unless such member of management has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the Governmental Authority; (d) Current billing policies, arrangements, protocols and instructions of each Credit Party comply in all material respects with requirements of Medical Reimbursement Programs and are administered by properly trained personnel; and (e) Current medical director compensation arrangements, if any, and other arrangements with referring physicians, if any, comply in all material respects with state and federal self-referral, fraud and state healthcare programsabuse and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(1) - (b)(2) and 42 U.S.C. Section 1395nn, and all regulations promulgated under such laws.