Common use of Participation Agreements/Provider Status/Cost Reports Clause in Contracts

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan Party, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement or provider number or result in a Loan Party’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor is there any action pending or threatened to impose material sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Party, each Loan Party and its contractors, have properly and legally billed all Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurate. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has Other than a potential adverse determination for the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (Borrowers with respect to the extent such Loan Party participates in Medicare or Medicaid in such state or states) Pending CID and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There as disclosed on Schedule 3.6, there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened in writing which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effector other Healthcare Permit, nor has any Loan Party have the Borrowers made any decision not to renew any Participation Agreement participation agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Healthcare Permit, nor is there any action pending or threatened in writing to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyBorrower. (iiiii) To The Borrowers, and, to the knowledge of each Loan Partythe Borrowers, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records in all material respects to reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. (iii) Borrowers have the requisite participation agreement or provider number or other Healthcare Permit to xxxx the Medicare program and the respective Medicaid programs in the state or states in which such Borrowers operate (to the extent such Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including, without limitation, Medicare) which have historically accounted for any material portion of the revenues of Borrowers. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party the Borrowers are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports Other than a potential adverse determination for any goods and services rendered the Borrowers with respect to the Business Pending CID and as disclosed on Schedule 3.6, no cost reports for the Borrowers remain “open” or unsettled. There unsettled and there are no current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateBorrowers. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party Borrower has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or the respective Medicaid program in the state or states in which such Loan Party Borrower operates (to the extent such Loan Party Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including Medicare) which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse EffectHealthcare Facility. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any participation agreements with Third Party Payors with respect to the business of each Borrower (collectively, “Participation Agreement Agreements”) or provider number or other Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor nor, to the knowledge of such Borrower, has any Third Party Payor Program made any decision not to renew any Participation Agreement or provider agreement or other Permit related to the Business that could reasonably be expected to have any Healthcare Facility or any business conducted by a Material Adverse EffectBorrower, nor has any Loan Party Borrower made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Permit, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Business any Healthcare Facility or penalty, sanction, fine or imposition upon any Loan PartyBorrower. (iii) To Each Borrower, and, to the knowledge of each Loan Partysuch Borrower, each Loan Party and its contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Healthcare Facilities and the business conducted by Borrowers and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party Borrower will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Healthcare Facilities or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateBorrower. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement or other Healthcare Permit related to any Project, nor have the Business Borrowers made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit, nor is there any action pending or, to the knowledge of any Borrower, threatened to impose sanctions with respect to any Project that could would reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor is there any action pending or threatened to impose material sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan Party. (iiiii) To The Borrowers, and, to the knowledge of each Loan Partythe Borrowers, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Projects in material compliance with applicable Healthcare Laws and Third Party Payor rules, and have maintained their records to materially reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. (iii) Operators have the requisite participation agreement or provider number or other Healthcare Permit to bxxx the respective Medicaid programs in the state or states in which such Operators operate (to the extent such Operator participates in the Medicaid program in such state or states) and all other Third Party Payor Programs which have historically accounted for any material portion of the revenues of such Project. (iv) All Medicare, Medicaid, Medicaid and private insurance cost reports and financial reports submitted by each Loan Party the Borrowers are and will be materially accurate and complete and have are not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Projects remain “open” or unsettled. There unsettled and there are no current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Projects or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccuratethe Borrowers. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx bill Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could would not reasonably be expected to have a Material Adverse Effect. (ii) There Except as would not reasonably be expected to have a Material Adverse Effect: (A) there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan Party, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement or provider number or result in a Loan Party’s exclusion from any Third Party Payor Program, nor has any ; CHAR1\1982293v2 (B) no Third Party Payor Program has made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Business; (C) no Loan Party has made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor agreement; and (D) no action is there any action pending or threatened to impose material sanctions with respect to the Business or a penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Party, each Loan Party and its contractors, have properly and legally billed all Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records to reflect such billing practices. No material funds relating to any Borrower Loan Party are now, or, to the knowledge of any Loan Party will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could would reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurate. (v) No Other than funds advanced by Governmental Authorities in connection with disaster relief or similar programs to businesses similarly situated to the Loan Parties, no Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which Except as could not reasonably be expected to have a Material Adverse Effect. (ii) There , there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit related to any Project or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement or other Healthcare Permit related to any Project, nor have Borrowers made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit related to any Project, nor is there any action pending or, to the Business that knowledge of Borrowers, threatened to impose material intermediate or alternative sanctions with respect to any Project. (ii) Except as could not reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not the Borrowers, and, to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor is there any action pending or threatened to impose material sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Partythe Borrowers, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Projects and have maintained their records to reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. (iii) Each Borrower has the requisite participation agreement or provider number or other Healthcare Permit to bill xxx Medicare program and the respective Medicaid programs in the state in which the applicable Project is located (to the extent such Borrower participates in the SAN_FRANCISCO/#11685.11 Medicare or Medicaid program in such state) and all other Third Party Payor Programs (including, without limitation, Medicare) which currently account for any material portion of the revenues of such Project. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Borrowers to the applicable Third Party Payor are and will be materially accurate and complete in all material respects and have not been and will not be misleading in any material respects. No Except as could not reasonably be expected to have a Material Adverse Effect, no cost reports for any goods and services rendered with respect to the Business Projects remain “open” or unsettled. There unsettled outside the Ordinary Course of Business and there are no material current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Projects or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateBorrowers. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party Borrower has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or bill the respective Medicaid program in the state or states in which such Loan Party Borrower operates (to the extent such Loan Party Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including Medicare) which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse EffectHealthcare Facility. (ii) There is no investigation, audit, claim review, review or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, limitation or non-renewal of any participation agreements with Third Party Payors with respect to the business of Borrower (collectively, “Participation Agreement Agreements”) or provider number or other Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has Borrower received any notice from any Third Party Payor Program that it intends not to renew any Participation Agreement or provider agreement or other Permit related to any Healthcare Facility, nor has Borrower made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effectother Permit, nor is there any action pending or or, to the knowledge of Borrower, threatened to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyHealthcare Facility. (iii) To Borrower, and, to the knowledge of each Loan PartyBorrower, each Loan Party and its contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Healthcare Facilities and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party Borrower, will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, Medicaid and private insurance cost reports and financial reports required to be submitted by each Loan Party Borrower, if any, are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Healthcare Facilities remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Healthcare Facilities or Borrower, except in accordance with applicable settlement or appeals procedures that are timely and reasonably pursued and except as a result of any delays resulting from the standard procedures of, or any Loan processing delays by, the applicable Third Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccuratePayor. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement or other Healthcare Permit related to the Business that could reasonably be expected to have a Material Adverse Effectany Project, nor has any Loan Party have the Borrowers made any decision not to renew any Participation Agreement participation agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Healthcare Permit, nor is there any action pending or or, to Borrower’s knowledge, threatened to impose material intermediate or alternative sanctions with respect to any Project; (ii) the Business or penaltyBorrowers, sanctionand, fine or imposition upon any Loan Party. (iii) To to the knowledge of each Loan Partythe Borrowers, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Projects and have maintained their records to reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. ; (iii) Borrowers have the requisite participation agreement or provider number or other Healthcare Permit to xxxx the Medicare program and the respective Medicaid programs in the state or states in which such Borrowers operate (to the extent such Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including, without limitation, Medicare) which have historically accounted for any portion of the revenues of such Project; and (iv) All all Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party the Borrowers are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Projects remain “open” or unsettled. There unsettled and there are no current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Projects or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccuratethe Borrowers. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party Borrower has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or the respective Medicaid program in the state or states in which such Loan Party Borrower operates (to the extent such Loan Party Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including Medicare) which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse EffectHealthcare Facility. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any participation agreements with Third Party Payors with respect to the business of each Borrower (collectively, “Participation Agreement Agreements”) or provider number or other Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement or provider agreement or other Permit related to the Business that could reasonably be expected to have a Material Adverse Effectany Healthcare Facility, nor has any Loan Party Borrower made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Permit, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyHealthcare Facility. (iii) To Each Borrower, and, to the knowledge of each Loan Partysuch Borrower, each Loan Party and its contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Healthcare Facilities and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party Borrower will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party Borrower are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Healthcare Facilities remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Healthcare Facilities or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateBorrower. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Borrower, threatened (in writing) which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor participation agreement or provider number or other Healthcare Permit or result in a Borrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit related to any Project, nor have the Borrowers made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit, nor is there any action pending or threatened (in writing) to impose material intermediate or alternative sanctions with respect to any Project. (ii) The Borrowers, and, to the knowledge of the Borrowers, their contractors, have properly and legally billed all intermediaries and Third Party Payors for services rendered with respect to the Projects and have maintained their records to reflect such billing practices. Borrowers have established adequate reserves or accruals for obligations in respect of funds that may be withheld by any Third Party Payor. (iii) Borrowers have the requisite participation agreement or provider number or other Healthcare Permit to xxxx the Medicare and/or program and the respective Medicaid program programs in the state or states in which such Loan Party operates Borrowers operate (to the extent such Loan Party Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan Party, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement or provider number or result in a Loan Party’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor is there any action pending or threatened to impose material sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Party, each Loan Party and its contractors, have properly and legally billed all Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party will be, withheld by any Third Party PayorProject. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party the Borrowers are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Projects remain “open” or unsettled. There unsettled and there are no material current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Projects or any Loan Party that could reasonably be expected the Borrowers as to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateperiods ending more than three years prior to the Closing Date. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There Except as could not reasonably be expected to have a Material Adverse Effect: (A) there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan Party, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement or provider number or result in a Loan Party’s exclusion from any Third Party Payor Program, nor has any ; (B) no Third Party Payor Program has made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Business; (C) no Loan Party has made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor agreement; and (D) no action is there any action pending or threatened to impose material sanctions with respect to the Business or a penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Party, each Loan Party and its contractors, have properly and legally billed all Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records to reflect such billing practices. No material funds relating to any Borrower Loan Party are now, or, to the knowledge of any Loan Party will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurate. (v) No Other than funds advanced by Governmental Authorities in connection with disaster relief or similar programs to businesses similarly situated to the Loan Parties, no Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could would not reasonably be expected to have a Material Adverse Effect. (ii) There Except as would not reasonably be expected to have a Material Adverse Effect: (A) there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan Party, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement or provider number or result in a Loan Party’s exclusion from any Third Party Payor Program, nor has any ; (B) no Third Party Payor Program has made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Business; (C) no Loan Party has made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor agreement; and (D) no action is there any action pending or threatened to impose material sanctions with respect to the Business or a penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Party, each Loan Party and its contractors, have properly and legally billed all Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records to reflect such billing practices. No material funds relating to any Borrower Loan Party are now, or, to the knowledge of any Loan Party will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could would reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurate. (v) No Other than funds advanced by Governmental Authorities in connection with disaster relief or similar programs to businesses similarly situated to the Loan Parties, no Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx bill Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could would not reasonably be expected to have a Material Adverse Effect. (ii) There Except as would not reasonably be expected to have a Material Adverse Effect: (A) there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan Party, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement or provider number or result in a Loan Party’s exclusion from any Third Party Payor Program, nor has any ; (B) no Third Party Payor Program has made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Business; (C) no Loan Party has made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor agreement; and (D) no action is there any action pending or threatened to impose material sanctions with respect to the Business or a penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Party, each Loan Party and its contractors, have properly and legally billed all Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business and have maintained their records to reflect such billing practices. No material funds relating to any Borrower Loan Party are now, or, to the knowledge of any Loan Party will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could would reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurate. (v) No Other than funds advanced by Governmental Authorities in connection with disaster relief or similar programs to businesses similarly situated to the Loan Parties, no Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party Borrower has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or the respective Medicaid program in the state or states in which such Loan Party Borrower operates (to the extent such Loan Party Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including Medicare) which have historically accounted account for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse EffectHealthcare Facility. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, material restriction, limitation, or non-renewal of any participation agreements with Third Party Payors with respect to the business of each Borrower (collectively, “Participation Agreement Agreements”) or provider number or other Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement or provider agreement or other Permit related to the Business that could reasonably be expected to have a Material Adverse Effectany Healthcare Facility, nor has any Loan Party Borrower made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Permit, nor is there any action pending or or, to the knowledge of Borrowers, threatened to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyHealthcare Facility. (iii) To Each Borrower, and, to the knowledge of each Loan Partysuch Borrower, each Loan Party and its contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Healthcare Facilities and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party Borrower will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan Party Borrower are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Healthcare Facilities or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateBorrower. (v) No Loan Party has With respect to the operation of the Healthcare Facilities, each Borrower is properly enrolled in the Medicare program and is not experiencing any obligation material payment delays or denials as a result of the Medicare program’s use and adoption of the National Provider Identifier. (whether vi) Each Borrower and Healthcare Facility is currently enrolled as a participating provider in the Medicare program or is otherwise not currently due) under or pursuant subject to any agreementthe moratorium on the establishment of new long term care hospitals and long term care hospital satellites contained in the Medicare, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate Medicaid and SCHIP Extension Act of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party2007.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which Except as could not reasonably be expected to have a Material Adverse Effect. (ii) There , there is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit related to any Project or result in a Loan Partyan Operator’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement or other Healthcare Permit related to any Project, nor have the Business that Operators made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit related to any Project, nor is there any action pending or to the knowledge of Borrowers threatened to impose material intermediate or alternative sanctions with respect to any Project. (ii) Except as could not reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not the Borrowers, Operators, and, to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effect, nor is there any action pending or threatened to impose material sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan Party. (iii) To the knowledge of each Loan Partythe Borrowers or the Operators, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Projects and have maintained their records to reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. (iii) Each Operator has the requisite participation agreement or provider number or other Healthcare Permit to xxxx the Medicare program and the respective Medicaid programs in the state in which the applicable Project is located (to the extent such Operator participates in the Medicare or Medicaid program in such state) and all other Third Party Payor Programs (including, without limitation, Medicare) which currently account for any material portion of the revenues of such Project. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by each Loan the Operators to the applicable Third Party Payor are and will be materially accurate and complete in all material respects and have not been and will not be misleading in any material respects. No Except as could not reasonably be expected to have a Material Adverse Effect, no cost reports for any goods and services rendered with respect to the Business Projects remain “open” or unsettled. There unsettled outside the Ordinary Course of Business and there are no material current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Projects or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccuratethe Operators. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement or other Healthcare Permit related to the Business that could reasonably be expected to have a Material Adverse Effectany Project, nor has any Loan Party have the Borrowers made any decision not to renew any Participation Agreement participation agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Healthcare Permit, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyProject. (iiiii) To The Borrowers, and, to the knowledge of each Loan Partythe Borrowers, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Projects and have maintained their records to reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. (iviii) All Medicare, Medicaid, Borrowers have the requisite participation agreement or provider number or other Healthcare Permit to xxxx the Medicare program and private insurance cost reports and financial reports submitted by each Loan Party are and will be materially accurate and complete and have not been and will not be misleading the respective Medicaid programs in any material respects. No cost reports for any goods and services rendered with respect the state or states in which such Borrowers operate (to the Business remain “open” extent such Borrower participates in the Medicare or unsettled. There are no current, pending Medicaid program in such state or outstanding Medicare, Medicaid or states) and all other Third Party Payor Program reimbursement audits or appeals pending with respect to the Business or any Loan Party that could reasonably be expected to Programs (including, without limitation, Medicare) which have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurate. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority historically accounted for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate portion of any Loan Party and no Person asserts a claim that any the revenues of such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan PartyProject.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party Borrower has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or bxxx the respective Medicaid program in the state or states in which such Loan Party Borrower operates (to the extent such Loan Party Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including Medicare) which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse EffectHealthcare Facility. (ii) There is no investigation, audit, claim review, review or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, limitation or non-renewal of any participation agreements with Third Party Payors with respect to the business of Borrower (collectively, “Participation Agreement Agreements”) or provider number or other Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has Borrower received any notice from any Third Party Payor Program that it intends not to renew any Participation Agreement or provider agreement or other Permit related to any Healthcare Facility, nor has Borrower made any decision not to renew any Participation Agreement or provider agreement related to the Business that could reasonably be expected to have a Material Adverse Effect, nor has any Loan Party made any decision not to renew any Participation Agreement or provider agreement that could reasonably be expected to have a Material Adverse Effectother Permit, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyHealthcare Facility. (iii) To Borrower, and, to the knowledge of each Loan PartyBorrower, each Loan Party and its contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Healthcare Facilities and have maintained their records to reflect such billing practices. No funds relating to any Borrower are now, or, to the knowledge of any Loan Party Borrower, will be, withheld by any Third Party Payor. (iv) All Medicare, Medicaid, Medicaid and private insurance cost reports and financial reports required to be submitted by each Loan Party Borrower, if any, are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Healthcare Facilities remain “open” or unsettled. There are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Healthcare Facilities or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccurateBorrower. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.

Participation Agreements/Provider Status/Cost Reports. (i) Each Loan Party has the requisite participation agreement or provider number or other Permit to xxxx Medicare and/or Medicaid program in the state or states in which such Loan Party operates (to the extent such Loan Party participates in Medicare or Medicaid in such state or states) and all other Third Party Payor Programs which have historically accounted for any portion of the revenues of the Business or such Loan Party the loss of which could not reasonably be expected to have a Material Adverse Effect. (ii) There is no investigation, audit, claim review, or other action pending or, to the knowledge of any Loan PartyBorrower, threatened which could reasonably be expected to result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Participation Agreement Third Party Payor participation agreement or provider number or other Healthcare Permit or result in a Loan PartyBorrower’s exclusion from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any Participation Agreement participation agreement or provider agreement or other Healthcare Permit related to the Business that could reasonably be expected to have a Material Adverse Effectany Project, nor has any Loan Party have the Borrowers made any decision not to renew any Participation Agreement participation agreement or provider agreement that could reasonably be expected to have a Material Adverse Effector other Healthcare Permit, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to the Business or penalty, sanction, fine or imposition upon any Loan PartyProject. (iiiii) To The Borrowers, and, to the knowledge of each Loan Partythe Borrowers, each Loan Party and its their contractors, have properly and legally billed all intermediaries and Third Party Payors (or intermediaries of Third Party Payors, as applicable) for goods and services rendered with respect to the Business Projects and have maintained their records to reflect such billing practices. No funds relating to any Borrower Borrowers are now, or, to the knowledge of any Loan Party Borrowers will be, withheld by any Third Party Payor. (iii) Borrowers have the requisite participation agreement or provider number or other Healthcare Permit to xxxx the Federal Healthcare Programs in the state or states in which such Borrowers operate (to the extent such Borrower participates in the Medicare or Medicaid program in such state or states) and all other Third Party Payor Programs (including, without limitation, Medicare) which have historically accounted for any portion of the revenues of such Project. (iv) All Medicare, Medicaid, and private insurance Third Party Payor cost reports and financial reports submitted by each Loan Party the Borrowers are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for any goods and services rendered with respect to the Business Projects remain “open” or unsettled. There unsettled and there are no current, pending or outstanding Medicare, Medicaid or Third Party Payor Program reimbursement audits or appeals pending with respect to the Business Projects or any Loan Party that could reasonably be expected to have a Material Adverse Effect and no Loan Party has any knowledge that any cost reports or financial reports previously given or declared are inaccuratethe Borrowers. (v) No Loan Party has any obligation (whether or not currently due) under or pursuant to any agreement, instrument or applicable Law to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party and no Person asserts a claim that any such Loan Party has any such obligation to reimburse, repay or make payment to any Governmental Authority for any loans, advances, grants or monies given or paid to any Loan Party or any Affiliate of any Loan Party.