Common use of Health Care Matters Clause in Contracts

Health Care Matters. Without limiting the generality of any other provision contained herein, the Company represents and warrants as follows: (a) The Company is in compliance with all Health Care Laws applicable to the operation of its business as currently conducted, including its provision of services, subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company, nor any officer of the Company, has made an untrue statement of a material fact or fraudulent statement to any Governmental Body, failed to disclose a material fact required to be disclosed to any Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to constitute a violation of any Health Care Law. (d) A list of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates in the Medicare program), (ii) the respective Medicaid program in the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the Company, Threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law or other Law. (e) To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis for any material Action by a Governmental Body against or affecting the Company relating to any of the Health Care Laws. (f) Neither the Company nor any Person acting on behalf of the Company is a party to any Contract (including any joint venture or consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or indirectly, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in the documents supporting such payment. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs. (h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would reasonably be expected to have a Material Adverse Effect.

Health Care Matters. Without limiting the generality If required under applicable Healthcare Laws, each Borrower has and shall maintain in full force and effect a valid certificate of any other provision contained hereinneed ("CON") or similar certificate, the Company represents and warrants as follows: (a) The Company is in compliance with all Health Care Laws applicable to the operation of its business as currently conducted, including its provision of services, subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company, nor any officer of the Company, has made an untrue statement of a material fact or fraudulent statement to any Governmental Body, failed to disclose a material fact required to be disclosed to any Governmental Bodylicense, or committed an act, made a statement, or failed to make a statement that, at approval issued by the time such disclosure was made, would reasonably be expected to constitute a violation of any Health Care Law. (d) A list of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has applicable Government Authority for the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates of beds and units in the Medicare program)Projects. If Borrower has authorized or permitted a Project Lessee to apply for or maintain the CON, (ii) Borrower shall enforce all rights, if any, under the respective Medicaid program in Project Leases to seek to prevent the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other Project Lessee from taking any action pending, or to the Knowledge of the Company, Threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law or other Law. (e) To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form cause or permit such CON to be pledged, transferred or hypothecated. (a) The CON shall continue in full force and effect throughout the Basis term of the Loan and shall be free from restrictions or known conflicts which would materially impair the use or operation of each Project for its current use, and shall not be provisional, probationary or restricted in any material Action way. (b) Subject to, and to the extent of, the Borrowers' rights under the Project Leases and the applicable licenses, no Borrower shall do (or suffer to be done by a Governmental Body against Borrower or affecting the Company relating to any Affiliate of a Borrower) any of the Health Care Lawsfollowing without Lender's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Replace or transfer all or any part of any Project's units or beds to another site or location (ii) Transfer any CON or other Governmental Approval or rights thereunder to any Person (other than Lender) or to any location other than the Project to which such CON or Governmental Approval pertains; or (iii) Pledge or hypothecate any CON or other Governmental Approval as collateral security for any indebtedness other than indebtedness to Lender. (fc) Neither Borrower hereby represents and warrants that no Borrower is a participant in any federal, state, or local program whereby any federal, state, or local government or quasi-governmental body, or any intermediary, agency, board, or other authority or entity may have the Company nor any Person acting on behalf right to recover funds by reason of the Company is a party to any Contract advance of federal, state, or local funds, including, without limitation, those authorized under the Hill-Burton Act (including any joint venture or consulting agreement) with any physician42 U.S.C. Section 291, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activityet seq.), other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or indirectly, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in the documents supporting such payment. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid Medxxxxx xxx Xedicaid programs. (hd) The Company maintains Borrower shall use its reasonable good faith efforts to cause the Projects to be operated by licensed healthcare providers in accordance with applicable laws; provided, however, in the event a Health Care Laws compliance program that is Project Lessee loses its license to operate a Project, Borrowers shall act in customary form and adequate good faith to minimize promptly replace such Project Lessee or prevent violations assist such Project Lessee to reinstate such license in accordance with the terms of Health Care Lawsthe applicable Project Lease. Borrower shall not become the licensed operator for any Project in contravention of any law, which violations would reasonably be expected rules or regulations applicable to have real estate investment trusts, nor shall Borrower or any Affiliate of Borrower render any regulated healthcare service at any Project in connection with or in the furtherance of the operation of the Project as a Material Adverse Effectrehabilitation hospital or long-term acute care hospital, as applicable, in contravention of any law, rules or regulations applicable to real estate investment trusts.

Health Care Matters. (a) Without limiting the generality of any other provision contained hereinof this Agreement, Borrower, Owner, Holding, each Master Tenant and Manager and their employees and contractors (other than contracted agencies) in the Company represents exercise of their duties on behalf of Borrower, Owner, Holding, and warrants such Master Tenant or Manager (with respect to their respective operation of the Projects) shall be in compliance in all material respects with all applicable Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as follows:amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower, Owner, Holding, and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower, Owner, Holding, and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (ab) The Company If (i) Borrower, Owner, Holding, or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower, Owner, Holding, or any Master Tenant or Manager (with respect to its operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower, Owner, Holding, or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower, Owner, Holding, or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (x) have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Borrower, Owner, Holding, and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower, Owner, Holding, and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with all Health Care Laws each of the applicable to requirements of the operation so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its business or their terms, as currently conductedthe case may be (each such date, including its provision of services, subject to minor exceptions a "HIPAA COMPLIANCE DATE") and deficiencies that would (y) are not and could not reasonably be expected to have a Material Adverse Effect. become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (bother than routine surveys or reviews conducted by any government health plan or other accreditation entity) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices that could result in any of the foregoing or approvals required to be filed, obtained, maintained or furnished to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not could reasonably be expected to have a Material Adverse Effect. adversely affect Borrower's, Owner's, Holding's, or any Master Tenant's or Manager's business, operations, assets, properties or condition (c) Neither the Companyfinancial or otherwise), nor in connection with any officer actual or potential violation by Borrower, Owner, Holding, Master Tenant or Manager of the Company, has made an untrue statement then effective provisions of a material fact or fraudulent statement to any Governmental Body, failed to disclose a material fact required to be disclosed to any Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to constitute a violation of any Health Care LawHIPAA. (d) A list of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates in the Medicare program), (ii) the respective Medicaid program in the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the Company, Threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law or other Law. (e) To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis for any material Action by a Governmental Body against or affecting the Company relating to any of the Health Care Laws. (f) Neither the Company nor any Person acting on behalf of the Company is a party to any Contract (including any joint venture or consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or indirectly, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in the documents supporting such payment. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs. (h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would reasonably be expected to have a Material Adverse Effect.

Health Care Matters. Without limiting the generality of any other provision contained herein, the Company represents and warrants as followsforegoing: (ai) The Company Any physician, other licensed healthcare professional, or any other Person who is in compliance with all Health Care Laws applicable a position to refer patients or other business to the operation Borrower, any other Obligor or any Subsidiaries (collectively, a “Referral Source”) who has a direct ownership, investment or financial interest in the Borrower, any other Obligor or any such Subsidiary, to the Borrower’s knowledge, paid fair market value for such ownership, investment or financial interest; any ownership or investment returns distributed to any Referral Source is in proportion to such Referral Source’s ownership, investment or financial interest; and no preferential treatment or more favorable terms were or are offered to such Referral Source than compared to investors or owners who are not in a position to refer patients or other business. Neither the Borrower, any other Obligor, nor any of its business as currently conductedtheir respective Subsidiaries, including its provision of servicesdirectly or indirectly, subject have or will guarantee a loan, make a payment toward a loan or otherwise subsidize a loan for any Referral Source including, without limitation, any loans related to minor exceptions and deficiencies that financing the Referral Source’s ownership, investment or financial interest in the Borrower, any other Obligor or any such Subsidiary. (ii) Except where noncompliance individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect, any financial relationships between or among the Borrower, any other Obligor, or any of their respective Subsidiaries, on the one hand, and any Referral Source, on the other hand (A) comply with all applicable Healthcare Laws including, without limitation, the Federal Anti-Kickback Statute, the Xxxxx Law and applicable state anti-kickback and self-referral laws; (B) reflect fair market value, have commercially reasonable terms, and were negotiated at arm’s length; and (C) do not obligate the Referral Source to purchase, use, recommend or arrange for the use of any products or services of the Borrower, any other Obligor, or any of their respective Subsidiaries. (iii) All Products have been developed, tested, manufactured, distributed, marketed and sold in compliance in all material respects with all applicable FDA Laws. (iv) Each Obligor and each Subsidiary has the requisite provider number or authorization necessary to xxxx any third-party payor program (including any Federal Health Care Program) in which it participates. There are no current or pending audits, inquiries, adjustments, appeals or recoupment efforts by an third party payor programs of or against any Obligor or Subsidiary with respect to any prior claims, reports or xxxxxxxx that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (bv) Except as set forth on Schedule 4.30No Obligor or Subsidiary (i) has knowingly retained a material overpayment received from, all or failed to refund any material reportsamount due to, documents, claims, notices any third party payor program in material violation of any applicable Health Care Law; or approvals required to be filed, obtained, maintained (ii) has received written notice of any material overpayment or furnished refunds due to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct third party payor program in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effectviolation of any applicable Healthcare Law. (cvi) Neither No Obligor or Subsidiary, or to the Company, nor any officer knowledge of the CompanyBorrower, any officer, affiliate, employee or agent of an Obligor or Subsidiary, has made an untrue statement of a material fact or fraudulent statement to any Governmental BodyAuthority, failed to disclose a material fact required to that must be disclosed to any Governmental BodyAuthority, or committed an act, made a statement, statement or failed to make a statement that, at the time such statement, disclosure was madeor failure to disclose occurred, that individually or in the aggregate, would reasonably be expected to constitute a violation of any Health Care Law. (d) A list of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates in the Medicare program), (ii) the respective Medicaid program in the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the Company, Threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law or other Law. (e) To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis for any material Action by a Governmental Body against or affecting the Company relating to any of the Health Care Laws. (f) Neither the Company nor any Person acting on behalf of the Company is a party to any Contract (including any joint venture or consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or indirectly, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in the documents supporting such payment. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs. (h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would reasonably be expected to have a Material Adverse Effect. (vii) No Obligor or Subsidiary is a party to, or bound by, any individual integrity agreement, corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement. (viii) Except where any of the following would not be reasonably expected to result in a Material Adverse Effect, no Obligor nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any owner, officer, director, managing employee or person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in an Obligor or Subsidiary, is (i) excluded from any Federal Health Care Program, (ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), (iii) debarred, disqualified, suspended or excluded from participation in any third party payor program or is listed on the General Services Administration list of excluded parties, nor, to the knowledge of the Borrower, is any such debarment, disqualification, suspension or exclusion threatened or pending, or (iv) made a party to any other action by any Governmental Authority that may prohibit it from selling products or providing services to any governmental or other purchaser pursuant to any federal, state or local laws or regulations. (ix) Each Obligor and Subsidiary maintains and adheres to, in all material respects, a reasonable compliance program designed to promote compliance with and to detect, prevent and address violations of all material Healthcare Laws structured in light of the guidance promulgated by the Office of Inspector General of the U.S. Department of Health and Human Services setting forth the seven elements of an effective compliance program (a “Health Care Compliance Program”). The Borrower has no knowledge of any complaints from any employees, independent contractors, vendors, physicians, customers, patients or other persons that would reasonably be considered to indicate a violation of Healthcare Laws which would be reasonably expected to result individually or in the aggregate in a Material Adverse Effect.

Health Care Matters. Without limiting the generality of any other provision contained herein(1) Except as would not have a Material Adverse Effect, since January 1, 2014, the Company represents Company, the Joint Venture and warrants as follows: (a) The Company is their respective subsidiaries have at all times been in compliance with all Health Care Laws (as defined below) applicable to the operation of its their business as currently conducted, including its provision of services, subject to minor exceptions or operations and deficiencies that would has not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished to received any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company, nor any officer of the Company, has made an untrue statement of a material fact or fraudulent statement to any Governmental Body, failed to disclose a material fact required to be disclosed to any Governmental Bodysubpoena, or committed an actany written demand, made a statement, notice of investigation or failed to make a statement that, at the time other such disclosure was made, would reasonably be expected to constitute a violation notice from any governmental authority of any Health Care Law. (d) A list violations of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates in the Medicare program), (ii) the respective Medicaid program in the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the Company, Threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law or other Law. (e) To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis for any material Action by a Governmental Body against or affecting the Company relating to any of the such Health Care Laws. (f2) Neither the Company nor any Person acting on behalf Company, the Joint Venture, their respective subsidiaries nor, to the knowledge of the Company Company, the Joint Venture and their respective subsidiaries, any of their respective officers, directors or managing employees, is currently excluded, debarred, suspended, or otherwise ineligible to participate in any Programs or has been convicted of a party criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. (3) Neither the Company, the Joint Venture, their respective subsidiaries, nor to the knowledge of the Company, the Joint Venture and their respective subsidiaries, any Contract officer or director of the Company, the Joint Venture or their respective subsidiaries or any other key personnel of the Company, the Joint Venture or their respective subsidiaries, as applicable, are now, or in the past have been, subject to a corporate integrity agreement with the United States Department of Health and Human Services Office of the Inspector General or a similar agreement (including any joint venture or consulting e.g., deferred prosecution agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither governmental authority. (4) To the Company nor, to the Company’s Knowledge, any Person acting on behalf knowledge of the Company, directly or indirectlythe Joint Venture and their respective subsidiaries, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding that any part of such payment except as would be used or was given for any purpose other than that described in the documents supporting such payment. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs. (h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would reasonably be expected to not have a Material Adverse Effect, there has been no breach of Information Laws (as defined below) by the Company, the Joint Venture and their respective subsidiaries involving Personal Information (as defined below) that is in or has been in the Company’s, the Joint Venture’s or any of their respective subsidiaries’ possession. (5) This Section 1(ff) constitutes the exclusive representations and warranties of the Company, the Joint Venture and their respective subsidiaries with respect to the subject matters set forth in this Section 1(ff). (6) The capitalized terms used in this Section 1(ff) shall have the meanings set forth below:

Health Care Matters. (a) Without limiting the generality of any other provision contained hereinof this Agreement, Borrower and each Master Tenant and Manager and their employees and contractors (other than contracted agencies) in the Company represents exercise of their duties on behalf of Borrower and warrants such Master Tenant or Manager (with respect to their respective operation of the Projects) shall be in compliance in all material respects with all applicable Laws relating to patient healthcare and/or patient healthcare information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as follows:amended, and the rules and regulations promulgated thereunder ("HIPAA") (collectively, "HEALTHCARE LAWS")). Borrower and each Master Tenant and Manager have maintained and shall continue to maintain in all material respects all records required to be maintained by any Governmental Authority or otherwise under the Healthcare Laws and there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws. Borrower and each Master Tenant and Manager have and will maintain all Governmental Approvals necessary under applicable Laws to own and/or operate the Projects, as applicable (including such Governmental Approvals as are required under such Healthcare Laws). (ab) The Company If (i) Borrower or any Master Tenant or Manager is a "covered entity" within the meaning of HIPAA or (ii) Borrower or any Master Tenant or Manager (with respect to their respective operation of the Project) are subject to the "Administrative Simplification" provisions of HIPAA, then Borrower or such Master Tenant and/or Manager, as applicable (x) have undertaken or will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by the failure of Borrower or any Master Tenant or Manager to be HIPAA Compliant (as defined below); (y) have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA COMPLIANCE PLAN"); and (z) have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Borrower and each Master Tenant or Manager, as applicable, are or become HIPAA Compliant. For purposes hereof, "HIPAA COMPLIANT" shall mean that Borrower and/or each Master Tenant and Manager, as applicable (x) are or will be in compliance with all Health Care Laws each of the applicable to requirements of the operation so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its business or their terms, as currently conductedthe case may be (each such date, including its provision of services, subject to minor exceptions a "HIPAA COMPLIANCE DATE") and deficiencies that would (y) are not and could not reasonably be expected to have a Material Adverse Effect. become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (bother than routine surveys or reviews conducted by any government health plan or other accreditation entity) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices that could result in any of the foregoing or approvals required to be filed, obtained, maintained or furnished to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not could reasonably be expected to have a Material Adverse Effect. adversely affect Borrower's or any Master Tenant's or Manager's business, operations, assets, properties or condition (c) Neither the Companyfinancial or otherwise), nor in connection with any officer actual or potential violation by Borrower, Master Tenant or Manager of the Company, has made an untrue statement then effective provisions of a material fact or fraudulent statement to any Governmental Body, failed to disclose a material fact required to be disclosed to any Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to constitute a violation of any Health Care LawHIPAA. (d) A list of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number or other applicable Permit to xxxx (i) the Medicare program (to the extent the Company participates in the Medicare program), (ii) the respective Medicaid program in the state or states in which the Company operates, and (iii) all other Third Party Payor Programs, including but not limited to Managed Care Contracts with managed care organizations, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the Company, Threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider number or result in the Company’s exclusion from any Third Party Payor Program. To the Company’s Knowledge, the Company has not billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law or other Law. (e) To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis for any material Action by a Governmental Body against or affecting the Company relating to any of the Health Care Laws. (f) Neither the Company nor any Person acting on behalf of the Company is a party to any Contract (including any joint venture or consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or indirectly, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in the documents supporting such payment. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs. (h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would reasonably be expected to have a Material Adverse Effect.

Health Care Matters. Without limiting With respect to the generality of any other provision contained hereinBusiness and the Purchased Assets, the Company represents and warrants except as followsset forth on Schedule 2.8: (a) The Company is Sellers are now, and have been at all times since the Applicable Date, in material compliance with all Healthcare Laws. No Seller has: (i) to the Knowledge of Sellers, presented or caused to be presented a claim for reimbursement for services that is for an item or service that was known or should have been known to be (1) not provided as claimed, or (2) false and fraudulent, other than those as subject to ordinary course Payment Program audits; (ii) failed to maintain all required and necessary licenses to operate the Pharmacies and to dispense the products and provide the services provided; (iii) knowingly or willfully offered, paid, solicited or received any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind (1) in return for referring an individual to a Person for the furnishing or arranging of any item or service for which payment may be made in whole or in part by any Federal Health Care Laws applicable Program, or (2) in return for purchasing, leasing, ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by any Federal Health Care Program; (iv) materially failed to comply with the privacy and security requirements established by HIPAA; (v) engaged in any activity that would result in a material violation of the administrative simplification provisions of HIPAA and the Federal Privacy and Security Regulations; (vi) engaged in any activity that would result in Sellers’ material breach of a Business Associate Agreement; or (vii) suffered any breach in security that has permitted any access to the operation Personal Data under Sellers’ control or possession in violation of its business Healthcare Laws and that has not been reported as currently conductedrequired under HIPAA. (b) Sellers have at all times since the Applicable Date materially maintained all records required to be maintained by the Food and Drug Administration, Drug Enforcement Administration and State Board of Pharmacy and the Medicare and Medicaid programs and other applicable Healthcare Laws. To the Knowledge of Sellers, there are no presently existing circumstances which are reasonably likely to result in violations of the records retention requirements under any such Healthcare Laws. (c) Sellers have been at all times since the Applicable Date, and as of the date hereof are, in compliance in all material respects with all applicable requirements of participation, coverage, and enrollment for, and where applicable, are parties to valid provider or supplier agreements related to, the Payment Programs as required by applicable Healthcare Laws. Sellers have not received any written notice indicating that such qualification may be terminated or withdrawn nor has any reason to reasonably believe that such qualification may be terminated or withdrawn. To the extent required by applicable Healthcare Laws, Sellers have timely filed all claims or other reports required to be filed with respect to the purchase of products or services by third party payors (including its provision of servicesMedicare and Medicaid), subject except where the failure to minor exceptions file such claims and deficiencies that reports would not not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect. (b) Except as set forth on Schedule 4.30, all material reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished to any Governmental Body have been so filed, obtained, maintained or furnished, and all such reports, documents, claims and notices were or reports are complete and correct accurate in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), subject to minor exceptions and deficiencies that would not reasonably be expected to respects. Sellers have a Material Adverse Effect. (c) Neither the Company, nor any officer of the Company, has made an untrue statement of a material fact or fraudulent statement no Liability to any Governmental BodyPayment Program with respect thereto, failed except for Liabilities incurred in the ordinary course of business, including without limitation Payment Program audits, consistent with past practice in all material respects. There are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation or notices of intent to disclose a material fact open Medicare or Medicaid claim determinations or other reports required to be disclosed to any Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to constitute a violation of any Health Care Lawfiled by Sellers related thereto other than ordinary course Payment Program audits. (d) A list None of the Managed Care Contracts in effect on the Closing Date is described on Schedule 4.30. The Company has the requisite provider number Sellers or other applicable Permit to xxxx any of Sellers’ Employees or Licensed Professionals has: (i) had a civil monetary penalty assessed against it under Section 1128A of the Medicare program (to the extent the Company participates in the Medicare program), Social Security Act or any regulations promulgated thereunder; (ii) the respective Medicaid program in the state or states in which the Company operatesbeen convicted of, and (iii) all other Third Party Payor Programscharged with, including but not limited to Managed Care Contracts with managed care organizationsindicted or, that the Company currently bills. There is no investigation, audit, claim review, or other action pending, or to the Knowledge of the CompanySellers, Threatened which could result in investigated for a revocationMedicare, suspension, termination, probation, restriction, limitationMedicaid or other Federal Health Care Program related offense, or non-renewal convicted of, charged with, indicted or, to the Knowledge of Sellers, investigated for a violation of federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation or controlled substances, or (iii) been excluded or suspended from participation in any Third Party Payor provider number Federal Health Care Program, or result been disbarred, suspended or are otherwise ineligible to participate in any Federal Health Care Program. Neither Sellers, nor any of their directors, officers, managing employees, employees or contractors providing Healthcare Services (A) is listed on the Company’s exclusion Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities or the General Services Administration List of Excluded Parties and, to the Knowledge of Sellers, no such action is threatened or pending, or (B) is excluded from any Third Party Payor federal health care program pursuant to 42 U.S.C. § 1320a-7b and related regulations. Sellers have not arranged or contracted with any individual, entity, or Person that, to the Knowledge of Sellers, is suspended, excluded or disbarred from participation in, or otherwise ineligible to participate in, a Federal Health Care Program. To the Company’s KnowledgeWith respect to this Section 2.8(d), as it pertains to Employees and independent contractors for periods prior to their retention by Sellers, the Company has not billed or received any payment or reimbursement in excess foregoing representation is made solely to the Knowledge of amounts allowed by any Health Care Law or other LawSellers, but including for this representation only, the imputed Knowledge that Sellers would obtain upon reviewing the results of Sellers’ customary pre-employment background checks. (e) To the Company’s KnowledgeExcept for immaterial delays, there are no facts, circumstances or conditions that would reasonably be expected to form the Basis Sellers have timely and accurately filed in all material respects all claims for any material Action by a Governmental Body against or affecting the Company relating to any of the Health Care Laws. (f) Neither the Company nor any Person acting on behalf of the Company is a party to any Contract (including any joint venture or consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person who is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws. Unless done in compliance with all applicable Health Care Laws, neither the Company nor, to the Company’s Knowledge, any Person acting on behalf of the Company, directly or indirectly, has: (1) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, referral source, supplier, contractor or Third Party Payor in order to illegally obtain business or payments from such Person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential patient, referral source, supplier, contractor, Third Party Payor or any other Person; (3) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Body having jurisdiction over such payment, contribution or gift; or (4) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any Person Governmental Entity Payment Programs in connection with Business conducted on or before the intention Closing Date, and no such claims contain material errors or understanding that any part of such payment would be used or was given for any purpose other than that described in the documents supporting such paymentomissions. (g) There are no Medicare or Medicaid termination proceedings underway with respect to the Company. The Company meets the Medicare conditions of participation and, to the Company’s Knowledge, no employee of or independent contractor to the Company has been excluded from participating in Medicare or Medicaid programs. (h) The Company maintains a Health Care Laws compliance program that is in customary form and adequate to minimize or prevent violations of Health Care Laws, which violations would reasonably be expected to have a Material Adverse Effect.