Common use of Medicare Participation/Accreditation Clause in Contracts

Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) is a list of each hospital, assisted living or other healthcare facility owned, operated or managed by the Company or any Company Subsidiary (each, a “Facility”). Schedule 3.20(a) identifies each Facility by type as a long-term acute care hospital, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) and each Facility identified on Schedule 3.20 (a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)), has current provider contracts with each such program (as indicated on Schedule 3.20(a)), and has been and is in compliance in all respects with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(a) are all of the Company’s and the Company Subsidiaries’ provider numbers and a list of the Facilities that are billing for services utilizing such provider numbers. Except as set forth on Schedule 3.20(a), neither the Company nor any Company Subsidiary has received any written notice from the Medicare, Medicaid, CHAMPUS or TRICARE programs of any pending or threatened investigation under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than surveys in the ordinary course of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation is pending or threatened. (b) Except as set forth on Schedule 3.20(b), neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than surveys and audits) from any Governmental Body, fiscal intermediary, carrier or similar Entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care program. Except as set forth on Schedule 3.20(b), there are no outstanding judgments, orders, writs, injunctions or decrees of any Governmental Body in respect of any governmental health care program against the Company or any Company Subsidiary (whether or not covered by insurance). (c) The Woodlands LP is, and at all times since February 28, 2006 has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither the Company nor any Company Subsidiary has received, at any time since February 28, 2006, any written notice from any Governmental Body or any fiscal intermediary regarding any actual or alleged violation of or failure by the Company or any Company Subsidiary to comply with any requirement of 42 CFR §413.65, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (it being agreed that a loss of certification of any Hospital for participation in Medicare, Medicaid, CHAMPUS or TriCare and loss of designation of the Woodlands LP as a remote location of “Nexus Specialty Hospital - Shenandoah.” shall be considered a Material Adverse Effect.).

Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) The Hospital is a list of each hospital, assisted living “provider” with valid and current provider agreements and with one or other healthcare facility owned, operated or managed by more provider numbers with the Company or any Company Subsidiary (each, Government Programs. The Hospital is a “Facility”). Schedule 3.20(a) identifies each Facility by type as a long-term acute care hospital, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) provider” with valid and each Facility identified on Schedule 3.20 (a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)), has current provider contracts agreements and with each such program (as indicated on Schedule 3.20(a)), and has been and is in compliance in all respects with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) one or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(a) are all of the Company’s and the Company Subsidiaries’ more provider numbers and a list of the Facilities that are billing for services utilizing such provider numberswith TRICARE or its successor programs. Except as set forth on Schedule 3.20(a)5.9, neither the Company nor any Company Subsidiary Hospital is in compliance with the conditions of participation for the Government Programs in all material respects and has received any written notice from all Approvals or qualifications necessary for capital reimbursement on the MedicarePurchased Assets. Seller has timely filed all cost reports that were required to be filed with the Medicare program for all fiscal years through September 30, Medicaid, CHAMPUS or TRICARE programs 2009. Seller has made available to Buyer true and correct copies of any pending or threatened investigation under Seller’s cost reports for the Medicare, Medicaid, CHAMPUS or TRICARE programs three (other than surveys in the ordinary course 3) most recent fiscal years of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation is pending or threatened. (b) Except as set forth on Schedule 3.20(b), neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than surveys and audits) from any Governmental Body, fiscal intermediary, carrier or similar Entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care programSeller. Except as set forth on Schedule 3.20(b)5.9, there is not pending, nor to the knowledge of Seller threatened in writing, any proceeding or investigation under the Government Programs involving Seller or any of the Purchased Assets. Except as disclosed on Schedule 5.9 and except for claims, actions and appeals in the ordinary course of business, there are no outstanding judgmentsmaterial claims, ordersactions or appeals pending before any commission, writsboard or agency, injunctions including any fiscal intermediary or decrees carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Services, with respect to any Governmental Body in Government Program cost reports or claims filed on behalf of Seller with respect to the Hospital on or before the date of any governmental health care program against the Company this Agreement, or any Company Subsidiary disallowances by any commission, board or agency in connection with any audit of such cost reports. Except as disclosed on Schedule 5.9 and except for those in the ordinary course of business, no validation review or program integrity review (whether including any recovery audit contract review) related to the Hospital, the operation of the Hospital, or not covered the consummation of the transactions contemplated by insurance)this Agreement, has been conducted by any commission, board, agency or Governmental Entity in connection with the Government Programs, and to the knowledge of Seller, no such reviews are scheduled, pending or threatened against or affecting Seller with respect to the Hospital, the operation of the Hospital, or the consummation of the transactions contemplated by this Agreement. (b) All billing practices of Seller with respect to the Hospital to all third party payors, including the Government Programs and private insurance companies, have been in material compliance with all applicable Laws, regulations and polices of such third party payors and Government Programs, and except for adjustments and overpayments received in the ordinary course of Seller’s operations, neither Seller nor the Hospital has billed or received any material payment or reimbursement in excess of amounts allowed by Law. (c) The Woodlands LP isHospital’s accreditation status under The Joint Commission Hospital Accreditation Program is “Accredited.” Seller has made available to Buyer copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and at all times since February 28each plan of correction and related communications (including electronic communications) between the Hospital and The Joint Commission, 2006 if any. (d) Neither Seller nor any of its Affiliates nor to the knowledge of Seller, any partner, member, director, officer or employee of Seller nor any of its Affiliates, nor any agent acting on behalf of or for the benefit of any of the foregoing, has directly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of Seller or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither the Company nor made or that there is any Company Subsidiary has received, at any time since February 28, 2006agreement to make, any written notice from gift or gratuitous payment of any Governmental Body kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any fiscal intermediary regarding any actual other Person other than in connection with promotional or alleged violation of or failure by the Company or any Company Subsidiary to comply with any requirement of 42 CFR §413.65, except where the failure to comply would not reasonably be expected to have, individually or entertainment activities in the aggregate, a Material Adverse Effect (it being agreed that a loss ordinary course of certification of any Hospital for participation in Medicare, Medicaid, CHAMPUS business or TriCare and loss of designation of the Woodlands LP as a remote location of “Nexus Specialty Hospital - Shenandoahotherwise permitted by applicable Law.” shall be considered a Material Adverse Effect.).

Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) The Hospital is a list of each hospital, assisted living or other healthcare facility owned, operated or managed by the Company or any Company Subsidiary (each, a “Facility”). Schedule 3.20(a) identifies each Facility by type as a long-term acute care hospital, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) provider” with valid and each Facility identified on Schedule 3.20 (a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)), has current provider contracts agreements and with each such program (as indicated on Schedule 3.20(a)), and has been and is in compliance in all respects one or more provider numbers with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(a) are all of the Company’s and the Company Subsidiaries’ provider numbers and a list of the Facilities that are billing for services utilizing such provider numbersGovernment Programs. Except as set forth on Schedule 3.20(a)5.11, neither the Company nor any Company Subsidiary Hospital is in compliance with the conditions of participation for the Government Programs in all material respects and has received any written notice from the Medicare, Medicaid, CHAMPUS all Approvals or TRICARE programs of any pending or threatened investigation under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than surveys qualifications necessary to participate in the ordinary course of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation is pending or threatened. (b) Except as set forth on Schedule 3.20(b), neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than surveys and audits) from any Governmental Body, fiscal intermediary, carrier or similar Entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care programGovernment Programs. Except as set forth on Schedule 3.20(b)5.11, there is no pending, nor to the knowledge of Seller, threatened in writing, proceeding or investigation under the Government Programs involving the Hospital. Except as disclosed on Schedule 5.11, there are no outstanding judgmentsmaterial claims, ordersactions or appeals pending before any commission, writsboard or agency, injunctions including any fiscal intermediary or decrees carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Services, with respect to any Governmental Body in respect Government Program Cost Reports or claims filed on behalf of any governmental health care program against the Company with respect to the Hospital on or before the date of this Agreement, or any Company Subsidiary disallowances by any commission, board or agency in connection with any audit of such Cost Reports. (whether b) The Hospital is duly accredited by The Joint Commission, and to the knowledge of Seller and the Company, there is no proceeding, investigation, allegation, or not covered by insurance)threatened dispute regarding or with The Joint Commission regarding the Hospital. Seller has provided or made available to Buyer copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. (c) The Woodlands LP isNeither Company, and at all times since February 28, 2006 has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither the Company Subsidiaries nor any Company Subsidiary has received, at any time since February 28, 2006, any written notice from any Governmental Body or any fiscal intermediary regarding any actual or alleged violation agent acting on behalf of or failure by the Company or the Company Subsidiaries has directly or indirectly in connection with the Hospital: (i) offered or paid any Company Subsidiary to comply with any requirement of 42 CFR §413.65remuneration, except where the failure to comply would not reasonably be expected to have, individually in cash or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, medical staff members, contractors or third party payors of the aggregateCompany, a Material Adverse Effect the Company Subsidiaries or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (it being ii) given or agreed to give, or is aware that a loss of certification there has been made or that there is any agreement to make, any gift or gratuitous payment of any Hospital for participation kind, nature or description (whether in Medicaremoney, Medicaidproperty or services) to any customer or potential customer, CHAMPUS supplier or TriCare and loss potential supplier, contractor, third party payor or any other Person other than in connection with promotional or entertainment activities in the ordinary course of designation of the Woodlands LP as a remote location of “Nexus Specialty Hospital - Shenandoahbusiness or otherwise permitted by applicable Law.” shall be considered a Material Adverse Effect.).

Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) is a list of each hospital, assisted living or other healthcare facility owned, operated or managed by the The Company or any Company Subsidiary (each, a “Facility”). Schedule 3.20(a) identifies each Facility by type as a long-term acute care hospital, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) and each Facility identified on Schedule 3.20 (a) Company Subsidiary, as a children’s hospital (a “Children’s Hospital” andapplicable, together with LTCH, “Hospital”) is are qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a))programs, has have current and valid provider contracts with each such program (as indicated on Schedule 3.20(a))programs and are, and has been and is have been, in compliance in all material respects with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect3.20. Set forth on Schedule 3.20(a) 3.20 are all of the Company’s 's and the Company Subsidiaries’ ' provider numbers and numbers, a list of the Facilities outpatient clinics, hospitals or contracts that are billing for services utilizing such provider numbersnumbers and the type of designation of such facility or service billed. Except as set forth on Schedule 3.20(a)3.20, neither the Company nor any Company Subsidiary has received any written notice from any of the Medicare, Medicaid, CHAMPUS or TRICARE programs programs, of any pending or threatened investigation under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than surveys in the ordinary course of business)survey, and neither the Company nor any Company Subsidiary has reason to believe that any such investigation or survey is pending or threatened, other than that which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Except as set forth on Schedule 3.20(b), neither Neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than routine surveys and auditsaudits that have not resulted in an investigation or inquiry) from any Governmental Bodygovernmental agency, fiscal intermediary, carrier or similar Entity entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care program. Except as set forth on Schedule 3.20(b), there There are no outstanding judgments, judgments orders, writs, injunctions or decrees of any Governmental Body Agency in respect of any governmental health care program against the Company or any Company Subsidiary which would result in liability to the Company or the Company Subsidiaries in excess of $25,000 (whether or not covered by insurance). (c) The Woodlands LP is, and at all times since February 28, 2006 has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither or that would materially affect or delay the Company nor Company's or any Company Subsidiary has receivedSubsidiary's performance of this Agreement. There are no material, at any time since February 28non-monetary orders, 2006writs, any written notice from injunctions or decrees of any Governmental Body or Agency outstanding in respect of any fiscal intermediary regarding any actual or alleged violation of or failure by governmental health care program against the Company or any Company Subsidiary to comply with any requirement of 42 CFR §413.65, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (it being agreed that a loss of certification of any Hospital for participation in Medicare, Medicaid, CHAMPUS or TriCare and loss of designation of the Woodlands LP as a remote location of “Nexus Specialty Hospital - ShenandoahSubsidiary.” shall be considered a Material Adverse Effect.).

Medicare Participation/Accreditation. (ai) Set forth on Schedule 3.20(a) is a list of each hospital, assisted living or other healthcare facility All acute care hospitals owned, operated or managed by the Company or any Subsidiary of the Company Subsidiary (each, each a “Facility”). Schedule 3.20(a) identifies each Facility by type , as a long-term acute care hospitalapplicable, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) and each Facility identified on Schedule 3.20 (a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is are qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)indicated), has have current and valid provider contracts with each such program (as indicated on Schedule 3.20(a)indicated), and has are and have been and is in compliance in all material respects with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(aSection 5O(i) of the Company Disclosure Letter are all of the Company’s and the Company its Subsidiaries’ provider numbers and a list of the Facilities that are billing for services utilizing such provider numbers. Except as set forth on Schedule 3.20(a), neither Neither the Company nor any Subsidiary of the Company Subsidiary has received any written notice from any of the Medicare, Medicaid, CHAMPUS or TRICARE programs of any pending or threatened investigation or survey under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than routine surveys in the ordinary course of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation is pending or threatened. (bii) Except as set forth on Schedule 3.20(b)Section 5O(ii) of the Company Disclosure Letter, since January 1, 2006, neither the Company nor any Subsidiary of the Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than routine surveys and auditsaudits that have not resulted in an investigation or inquiry) from any Governmental BodyEntity, fiscal intermediary, carrier or similar Entity entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care program. Except as set forth on Schedule 3.20(b), there There are no outstanding judgments, orders, writs, injunctions or decrees of any Governmental Body Entity in respect of any governmental health care program against the Company or any Subsidiary of the Company Subsidiary (whether or not covered by insurance). (ciii) The Woodlands LP isSet forth on Section 5O(iii) of the Company Disclosure Letter is information concerning the number of cases at the Facilities that have been subject to the medical necessity reviews contemplated by Section 114(f) of Medicare, Medicaid and State Children’s Health Insurance Program Extension Act of 2007, the number of such cases that have been resolved without adjustment and with adjustment of the related payment amounts and the number of such cases that are still pending, and at listing and description of the status of all times since February 28, 2006 has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither the Company nor any Company Subsidiary has received, at any time since February 28, 2006, any written notice from any Governmental Body or any fiscal intermediary regarding any actual or alleged violation of or failure appeals by the Company or any Company Subsidiary to comply with any requirement of 42 CFR §413.65, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (it being agreed that a loss of certification its Subsidiaries of any Hospital for participation in Medicare, Medicaid, CHAMPUS or TriCare and loss of designation such adjustments. Also set forth on Section 5O(iii) of the Woodlands LP as a remote location Company Disclosure Letter is the coding accuracy rate of “Nexus Specialty Hospital - Shenandoaheach Facility for 2009.” shall be considered a Material Adverse Effect.).

Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) The Hospital is a list of each hospital, assisted living or other healthcare facility owned, operated or managed by the Company or any Company Subsidiary (each, “provider” with a “Facility”). Schedule 3.20(a) identifies each Facility by type as a long-term acute care hospital, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) valid and each Facility identified on Schedule 3.20 (a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)), has current provider contracts agreement with each such program (as indicated on Schedule 3.20(a)), Medicare and has been with one or more valid and is in compliance in all respects current provider numbers with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(a) are all of the Company’s and the Company Subsidiaries’ provider numbers and a list of the Facilities that are billing for services utilizing such provider numbersGovernment Programs (excluding TRICARE). Except as set forth on Schedule 3.20(a)5.11, neither the Company nor any Company Subsidiary Hospital is in compliance with the conditions of participation for the Government Programs in all material respects and has received any written notice from the Medicare, Medicaid, CHAMPUS all Approvals or TRICARE programs of any pending or threatened investigation under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than surveys qualifications necessary to participate in the ordinary course of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation is pending or threatened. (b) Except as set forth on Schedule 3.20(b), neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than surveys and audits) from any Governmental Body, fiscal intermediary, carrier or similar Entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care programGovernment Programs. Except as set forth on Schedule 3.20(b)5.11, there is no pending, nor to the knowledge of Seller threatened in writing, proceeding or investigation under the Government Programs involving the Hospital. Except as disclosed on Schedule 5.11, there are no outstanding judgmentsmaterial claims, ordersactions or appeals pending before any commission, writsboard or agency, injunctions including any fiscal intermediary or decrees carrier, Governmental Entity or the Administrator of the Centers for Medicare & Medicaid Services, with respect to any Governmental Body in respect Government Program cost reports or claims filed on behalf of any governmental health care program against the Company with respect to the Hospital on or before the date of this Agreement, or any Company Subsidiary disallowances by any commission, board or agency in connection with any audit of such cost reports. (whether b) The Hospital is duly accredited by The Joint Commission, and to the knowledge of Seller and the Company, there is no proceeding, investigation, allegation, or not covered by insurance)threatened dispute regarding or with The Joint Commission regarding the Hospital. Seller has provided or made available to Buyer copies of the most recent Joint Commission accreditation survey report and deficiency list for the Hospital, if any, and each plan of correction, if any. (c) The Woodlands LP is, and at all times since February 28, 2006 has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither the Company nor any agent acting on behalf of the Company Subsidiary has receiveddirectly or indirectly in connection with the Hospital: (i) offered or paid any remuneration, at in cash or in kind, to, or made any time since February 28, 2006financial arrangements with, any written notice from any Governmental Body past, present or any fiscal intermediary regarding any actual potential customers, past or alleged violation present suppliers, patients, medical staff members, contractors or third party payors of or failure by the Company or the Hospital in order to obtain business or payments from such Persons except as permitted under applicable Law; or (ii) given or agreed to give, or is aware that there has been made or that there is any Company Subsidiary agreement to comply make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, third party payor or any other Person other than in connection with any requirement of 42 CFR §413.65, except where the failure to comply would not reasonably be expected to have, individually promotional or entertainment activities in the aggregate, a Material Adverse Effect (it being agreed that a loss ordinary course of certification of any Hospital for participation in Medicare, Medicaid, CHAMPUS business or TriCare and loss of designation of the Woodlands LP as a remote location of “Nexus Specialty Hospital - Shenandoahotherwise permitted by applicable Law.” shall be considered a Material Adverse Effect.).

Medicare Participation/Accreditation. (a) Set forth on Schedule 3.20(a) is a list of each hospital, assisted living or other healthcare facility All long-term acute care hospitals owned, operated or managed by the Company or any Company Subsidiary (each, a “"Facility”"). Schedule 3.20(a) identifies each Facility by type , as a long-term acute care hospitalapplicable, children’s hospital, assisted living facility or other specified type of facility. Each Facility identified on Schedule 3.20(a) as a long-term acute care hospital (an “LTCH”) and each Facility identified on Schedule 3.20 (a) as a children’s hospital (a “Children’s Hospital” and, together with LTCH, “Hospital”) is are qualified for participation in the Medicare, Medicaid, CHAMPUS and TRICARE programs (as indicated on Schedule 3.20(a)indicated), has have current and valid provider contracts with each such program (as indicated on Schedule 3.20(a)indicated), and has are and have been and is in compliance in all material respects with the conditions of participation in such programs with respect to each participating location, except as set forth on Schedule 3.20(a) or where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Set forth on Schedule 3.20(a) 3.20 are all of the Company’s 's and the Company Subsidiaries’ ' provider numbers and a list of the Facilities that are billing for services utilizing such provider numbers. Except as set forth on Schedule 3.20(a), neither Neither the Company nor any Company Subsidiary has received any written notice from any of the Medicare, Medicaid, CHAMPUS or TRICARE programs of any pending or threatened investigation or survey under the Medicare, Medicaid, CHAMPUS or TRICARE programs (other than routine surveys in the ordinary course of business), and neither the Company nor any Company Subsidiary has reason to believe that any such investigation or survey is pending or threatened. (b) Except as set forth on Schedule 3.20(b), neither Neither the Company nor any Company Subsidiary has received written notice of any pending or threatened investigation or inquiry (other than routine surveys and auditsaudits that have not resulted in an investigation or inquiry) from any Governmental Body, fiscal intermediary, carrier or similar Entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care program. Except as set forth on Schedule 3.20(b), there There are no outstanding judgments, orders, writs, injunctions or decrees of any Governmental Body in respect of any governmental health care program against the Company or any Company Subsidiary (whether or not covered by insurance). (c) The Woodlands LP is, and at all times since February 28, 2006 has been operated as a remote location of “Nexus Specialty Hospital – Shenandoah” based upon compliance with 42 CFR §413.65. Neither the Company nor any Company Subsidiary has received, at any time since February 28, 2006, any written notice from any Governmental Body or any fiscal intermediary regarding any actual or alleged violation of or failure by the Company or any Company Subsidiary to comply with any requirement of 42 CFR §413.65, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (it being agreed that a loss of certification of any Hospital for participation in Medicare, Medicaid, CHAMPUS or TriCare and loss of designation of the Woodlands LP as a remote location of “Nexus Specialty Hospital - Shenandoah.” shall be considered a Material Adverse Effect.).