Common use of HIPAA Compliance Clause in Contracts

HIPAA Compliance. (a) To the extent that and for so long as a Grantor is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Loan Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Loan Party is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Loan Party or Restricted Subsidiary (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could would not reasonably be expected to 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 (other than routine or mandated surveys or reviews conducted by any Governmental Authority, government health plan or other accreditation entity) that could result in any of the foregoing has had or that has or could would reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor Loan Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Loan Party is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor Loan Party to the extent legally required (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that that, and for so long as as, a Grantor Loan Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party: (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor Loan Party to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented implemented, or will implement implement, those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Loan Party is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor Loan Party, to the extent legally required required, (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) ), and (ii) is not not, and could would not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing has had or that has or could would reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor (a) any Group Member is a “covered entity” within the meaning of HIPAA or (b) any Group Member and/or its business and operations are subject to or covered by the so-called “Administrative Simplification” provisions of HIPAA, and except as would could not reasonably be reasonably expected to result in have a Material Adverse Effect, such Grantor Group Member, (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (as defined below) (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Group Member is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required such Group Member (ix) is or will use commercially reasonable efforts to be in material compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (iiy) is not and could not reasonably be expected to becomenot, 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect).

HIPAA Compliance. (a) To the extent that and for so long as a Grantor Loan Party is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor Loan Party to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor Loan Party to the extent legally required (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Borrower (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have result in a Material Adverse EffectChange.

HIPAA Compliance. (a) To the extent that and for so long as (i) a Grantor Credit Party is a “covered entity” within as defined in 45 C.F.R. § 160.103, (ii) a Credit Party and/or its business and operations are subject to or covered by the meaning of HIPAAHIPAA Administrative Requirements codified at 45 C.F.R. Parts 160 & 162 (the “Transactions Rule”) and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160 & 164 (the “Privacy and Security Rules”), and except and/or (iii) a Credit Party sponsors any “group health plans” as would not be reasonably expected to result defined in a Material Adverse Effect45 C.F.R. § 160.103, each such Grantor Credit Party has: (ix) has undertaken completed, or will promptly undertake all complete on or before any applicable compliance date, thorough and detailed surveys, audits, inventories, reviews, analyses and/or assessments (assessments, including any required risk assessments, (collectively “Assessments”) of all areas of its business and operations required by subject to HIPAA and/or that could be adversely affected by the failure of such Grantor Credit Party to be HIPAA Compliant (as defined below)) to the extent these Assessments are appropriate or required for such Credit Party to be HIPAA Compliant; (iiy) has developed developed, or will promptly develop on or before any applicable compliance date, a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iiiz) has implemented implemented, or will implement on or before any applicable compliance date, those provisions of such its HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Credit Party is or becomes HIPAA Compliant. (b) . For purposes hereofof this Agreement, “HIPAA Compliant” shall mean that a Grantor to the extent legally required an applicable Credit Party (i1) is is, or on or before any applicable compliance date will use commercially reasonable efforts to be be, in full compliance in with any and all material respects with each of the applicable requirements of HIPAA, including all requirements of the so-called “Administrative Simplification” provisions of HIPAA on Transactions Rule and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) Privacy and Security Rules and (ii2) is not subject to, and could not reasonably be expected to becomebecome subject to, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, penalty or any administrative investigation, claim or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Group Member is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Group Member (ia) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 such Grantor Group Member to be HIPAA Compliant (as defined below); (iib) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iiic) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Group Member is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Group Member (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 such Grantor Borrower to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required (i) such Borrower is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be, except where failure to be (each such date, a “HIPAA Compliance Date”) and (ii) is not and in compliance could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse EffectEffect or otherwise materially adversely affect the rights and remedies of the Collateral Agent and Lenders hereunder.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor the Borrower is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor the Borrower (ia) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 such Grantor the Borrower to be HIPAA Compliant (as defined below); (iib) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iiic) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor the Borrower is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required Borrower (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower is a “"covered ------------------ entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be materially adversely affected by the failure of such Grantor Borrower to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required (i) such Borrower is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") except to the extent such noncompliance could not reasonably be expected to have a Material Adverse Effect, and (ii) to Borrowers' best knowledge, is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has could reasonably be expected to materially adversely affect the Borrowers' business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by such Borrower of the then effective provisions of HIPAA, which violation could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that that, and for so long as as, a Grantor Loan Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party: (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor Loan Party to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented implemented, or will implement implement, those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Loan Party is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor Loan Party, to the extent legally required required, (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) ), and (ii) is not not, and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has had or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower or Guarantor is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower or Guarantor (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower or Guarantor is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” ’ shall mean that a Grantor to the extent legally required Borrower or Guarantor (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect. (c) Schedule 8.17 hereto sets forth a complete list of all “business associate agreements” (as such term is defined in HIPAA) that any Borrower or Guarantor has entered into with any person as of the date hereof.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Loan Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Loan Party is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Loan Party (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could would not reasonably be expected to 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 (other than routine or mandated surveys or reviews conducted by any Governmental Authority, government health plan or other accreditation entity) that could result in any of the foregoing or that has or could would reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor Borrower to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor Borrower to the extent legally required (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition of any Borrower.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Borrower (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) As of the Closing Date, each Credit Party shall be in compliance with HIPAA in all material respects, to the extent applicable. (b) To the extent that and for so long as a Grantor any Credit Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Credit Party (i) has undertaken or will promptly undertake in all applicable material respects all appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Credit Party is or becomes HIPAA Compliant. (bc) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required each Credit Party (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) ), and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor each of Borrower and Operator is a “covered entity” within or “business associate” as either such term is defined under the meaning requirements and implementing regulations at 45 Code of Federal Regulations (“C.F.R.”) Parts 160–64 for the Administrative Simplification provisions of Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake undertake, and shall cause Operator to undertake, all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 such Grantor Borrower or Operator to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor is or becomes Borrower becomes, and causes Operator to become, HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required each of Borrower and Operator (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the so-called “Administrative Simplification” 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could would reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. Neither Borrowers nor Guarantor is a "covered entity" within the meaning of HIPAA (a) as defined below). To the extent that and for so long as any Borrower or Guarantor becomes a Grantor is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor each Borrower (ia) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be materially adversely affected by the failure of such Grantor each Borrower or Guarantor, as applicable, to be HIPAA Compliant (as defined below); (iib) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iiic) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor each Borrower or Guarantor, as applicable, is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required each Borrower or Guarantor, as applicable, (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse EffectEffect in connection with any actual or potential violation by any Borrower or Guarantor of the then effective provisions of HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor each Borrower is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable reasonable steps, including surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be in compliance with HIPAA Compliant (as defined below)except to the extent such non-compliance would not constitute a Material Adverse Effect; (ii) has developed or will promptly develop a detailed compliance plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”)) for being HIPAA Compliant; and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Borrower (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) except to the extent failure to be so compliant could not reasonably be expected to have a Material Adverse Effect and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entityentity and other than minor or insignificant matters) that could result in any of the foregoing or that has or could reasonably be expected to have materially and adversely affect a Material Adverse EffectBorrower’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by a Borrower of the then effective provisions of HIPAA.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower or Guarantor is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower or Guarantor (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or developed, and to the extent becoming a “covered entity” after the Effective Date, will promptly develop a detailed within the time period required under the applicable statutes and regulations, an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or implemented, and to the extent becoming a “covered entity” after the Effective Date, will promptly implement within the time period required under the applicable statutes and regulations, those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower or Guarantor is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” ’ shall mean that a Grantor to the extent legally required Borrower or Guarantor (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect. (c) Schedule 8.17 hereto sets forth a complete list of all “business associate agreements” (as such term is defined in HIPAA) that any Borrower or Guarantor has entered into with any person as of the date of Amendment No. 4.

HIPAA Compliance. (a) As of the Closing Date, each Credit Party shall be in compliance with HIPAA in all material respects to the extent applicable to it. (b) To the extent that and for so long as a Grantor any Credit Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Credit Party (i) has undertaken or will promptly undertake in all applicable material respects all appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Credit Party is or becomes HIPAA Compliant. (bc) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required each Credit Party (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor (a) either Borrower is a “covered entity” within the meaning of HIPAA or (b) either Borrower and/or its business and operations are subject to or covered by the so-called “Administrative Simplification” provisions of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, each such Grantor Borrower (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be materially adversely affected by the failure of such Grantor Borrower to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) . For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required each Borrower (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that upon which compliance with any part thereof, or any final rule or regulation thereunder, becomes effective is required in accordance with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government governmental health plan or other accreditation entity) that could result in any of the foregoing or that has or could would in the case of each of (x) and (y) reasonably be expected to have a Material Adverse Effect, in connection with any actual or potential violation by such Borrower of the then effective provisions of HIPAA.

HIPAA Compliance. (a) To the extent that and for so long as either Borrower or ALC becomes or remains a Grantor is a “"covered entity” " within the meaning of HIPAA, each Borrower by March 15, 2004 (a) will undertake and except as would not be reasonably expected cause ALC to result in a Material Adverse Effect, such Grantor (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could would reasonably be expected to be materially adversely affected by the failure of such Grantor each Borrower or ALC, as applicable, to be HIPAA Compliant (as defined below); (iib) has developed or will promptly develop begin development of (and cause ALC to review its HIPAA program in place currently and develop) a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”COMPLIANCE PLAN"); and (iiic) has implemented or will implement (and cause ALC to implement) those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor each Borrower or ALC, as applicable, is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required each Borrower or ALC, as applicable, (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the so-called “"Administrative Simplification” " provisions of HIPAA on and as of each date that any part thereofHIPAA, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”COMPLIANCE DATE") and (iiy) is not and could would not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.by

HIPAA Compliance. (a) To the extent that and for so long as a Grantor (a) any Group Member is a “"covered entity” " within the meaning of HIPAA or (b) any Group Member and/or its business and operations are subject to or covered by the so-called "Administrative Simplification" provisions of HIPAA, and except as would could not reasonably be reasonably expected to result in have a Material Adverse Effect, such Grantor Group Member, (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (as defined below) (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Group Member is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required such Group Member (ix) is or will use commercially reasonable efforts to be in material compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (iiy) is not and could not reasonably be expected to becomenot, 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect).

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Borrower is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required Borrower (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (ii) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor the Company is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor the Company (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 such Grantor the Company to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor the Company is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required Company (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effectadversely affect the Company's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by the Company of the then effective provisions of HIPAA.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor Parent or its Subsidiaries or any Managed Practice is a “"covered entity” within " as such term is defined under the meaning requirements and implementing regulations at 45 Code of Federal Regulations Parts 160-64 for the Administrative Simplification provisions of Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and except as would not be reasonably expected to result in a Material Adverse EffectParent, such Grantor Subsidiaries and such Managed Practice (ia) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 Parent, such Grantor Subsidiary or such Managed Practice to be HIPAA Compliant (as defined below); (iib) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”COMPLIANCE PLAN"); and (iiic) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that Parent, such Grantor Subsidiary or such Managed Practice is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” COMPLIANt" shall mean that a Grantor to the extent legally required Parent, such Subsidiary or such Managed Practice (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”COMPLIANCE DATE") and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effectadversely affect such Parent's, such Subsidiary's or such Managed Practice's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Parent, such Subsidiary or such Managed Practice of the then-effective provisions of HIPAA.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Loan Party is a “covered entity” within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Loan Party (i) has undertaken or will promptly undertake all applicable appropriate surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of such Grantor to be HIPAA Compliant (as defined below)HIPAA; (ii) has developed or will promptly develop a detailed an appropriate plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Loan Party is or becomes HIPAA Compliant. (b) For purposes hereof, “HIPAA Compliant” shall mean that a Grantor to the extent legally required Loan Party or Restricted Subsidiary (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “HIPAA Compliance Date”) and (ii) is not and could would not reasonably be expected to 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 (other than routine or mandated surveys or reviews conducted by any Governmental Authority, government health plan or other accreditation entity) that could would result in any of the foregoing or that has had or could would reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor any Health Care Facility of the Borrower or any of its Subsidiaries is a “"covered entity” " within the meaning of HIPAA, the Borrower and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor its Subsidiaries (ia) has have undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its their business and operations required by HIPAA and/or that could be adversely affected by the failure of such Grantor the Borrower and its Subsidiaries to be HIPAA Compliant (as defined below); (iib) has have developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iiic) has have implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor is the Borrower and its Subsidiaries are or becomes become HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required Borrower and its Subsidiaries (i) is are or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (ii) is are not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan Governmental Authority or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effect.

HIPAA Compliance. Neither Borrowers nor Guarantor is a "covered entity" within the meaning of HIPAA (a) as defined below), To the extent that and for so long as any Borrower or Guarantor becomes a Grantor is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor each Borrower (ia) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be materially adversely affected by the failure of such Grantor each Borrower or Guarantor, as applicable, to be HIPAA Compliant (as defined below); (iib) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iiic) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor each Borrower or Guarantor, as applicable, is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required each Borrower or Guarantor, as applicable, (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse EffectEffect in connection with any actual or potential violation by any Borrower or Guarantor of the then effective provisions of HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

HIPAA Compliance. (a) To the extent that and for so long as a Grantor Borrower is a “"covered entity” " within the meaning of HIPAA, and except as would not be reasonably expected to result in a Material Adverse Effect, such Grantor Borrower (i) has undertaken or will promptly undertake all applicable necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any required 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 such Grantor Borrower to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Grantor Borrower is or becomes HIPAA Compliant. (b) . For purposes hereof, “"HIPAA Compliant” " shall mean that a Grantor to the extent legally required Borrower (ix) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the 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 or their terms, as the case may be (each such date, a “"HIPAA Compliance Date”") and (iiy) is not and could not reasonably be expected to 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 (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that has or could reasonably be expected to have a Material Adverse Effectadversely affect Borrower's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by Borrower of the then effective provisions of HIPAA.