Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Parent, Merger Sub and the Company subsidiaries have each other Parent Subsidiary is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare")program, any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsPARENT PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Parent Permits will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the CompanyParent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Parent Permits will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a)Section 5.06(a) of the Parent Disclosure Schedule, all of the CompanyParent's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesprogram, have a current and valid provider contracts contract with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor None of Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary or by which any property or asset of the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is bound or affected or (Bii) any Company Parent Permits, except in the case of clauses (Ai) and (Bii) for any such conflicts, defaults or violations that will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Neither the Company Purchaser nor any Company subsidiary Purchaser Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the CompanyParent, threatened or imminentimminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, actions ,proceedings, investigations or surveys pending or, to the knowledge of the CompanyParent, threatened against the Company Parent or any Company subsidiary Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs program or (ii) the suspension or cancellation of any other Company Parent Permit, except, in the case of clauses (i) and (ii), except any such Company Parent Permit where such suspension or cancellation will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent Subsidiary has received from any Governmental Entity any written notification with respect to the Company. (b) The Company and each Company subsidiarypossible conflicts, as appropriatedefaults or violations of Laws, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action except for written notices relating to possible conflicts, defaults or investigation is pending, or violations that could not reasonably be expected to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, each of Parent and the Company subsidiaries have (i) its Subsidiaries is, and since January 1, 2012, has been, in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity Permits necessary for the Company or any Company subsidiary it to own, lease and operate its properties and assets or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- “Parent Permits"”), except where the failure to have, or the suspension or cancellation ------- of, any of the Company and all such Parent Permits will not haveare in full force and effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the CompanyEffect, and no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the Company, or threatened, except where the failure to have, or the and no such suspension or cancellation of, any of will result from the Company Permits will not haveTransactions. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect Effect, Parent and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with, (i) all Laws applicable to Parent or such Subsidiary or by which any of the CompanyParent Assets is bound and (ii) all Parent Permits. Neither Parent nor any of its Subsidiaries is subject to any Order of, or any continuing, pending or threatened in writing (i) formal investigation or (ii) formal inquiry by, any Governmental Entity. (c) Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havewould not, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result have a Parent Material Adverse Effect, Parent and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with (i) the loss or revocation Foreign Corrupt Practices Act of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or 1977, as amended, and any rules and regulations promulgated thereunder, (ii) the suspension or cancellation Organization for Economic Cooperation and Development Convention Against Bribery of any other Company Permit, except, Foreign Public Officials in the case of clauses (i) International Business Transactions and legislation implementing such Convention and (ii)iii) the United Kingdom Bribery Act of 2010, as amended, and any such Company Permit where such suspension or cancellation will not haverules and regulations promulgated thereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiaryEffect, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge none of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company Parent or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings andSubsidiaries or, to the knowledge Knowledge of Parent, any of their respective directors, officers, employees or agents, does any business with or involving the government of, any person or project located in any country targeted by any of the Companyeconomic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Assets Control, there are no material changes required to be made to any cost reports, claims or filings made by it for any period knowingly supports or of any deficiency in facilitates any such claimbusiness or project, report, in each case other than as permitted under such economic sanctions. None of Parent or filing, except for changes and deficiencies that in the aggregate will any of its Subsidiaries has received any written notice of violation (or allegation of violation) of such sanctions from any Governmental Entity. This Section 4.16 does not have a Material Adverse Effect with respect relate to the CompanyParent SEC Reports, financial statements or compliance with the Xxxxxxxx-Xxxxx Act of 2002 (as associated rules and regulations), which are the subject of Section 4.9 and Section 4.10 and Section 4.11.

Permits; Compliance with Laws. (a) The Company STC and the Company subsidiaries have (i) STC Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity Entity, including, without limitation, the FDA, the DEA, and similar authorities in other jurisdictions, necessary for the Company STC or any Company subsidiary STC Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- STC Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company STC Permits will could not reasonably be expected to have, individually or in the aggregate, a an STC Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company STC Permits is pending or, to the knowledge of the CompanySTC, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company STC Permits will could not reasonably be expected to have, individually or in the aggregate, a an STC Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programsEffect. Neither the Company STC nor any Company subsidiary STC Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company STC or any Company subsidiary STC Subsidiary or by which any property or asset of the Company STC or any Company subsidiary STC Subsidiary is bound or affected or (Bii) any Company STC Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), ) for any such Company Permit where such suspension conflicts, defaults or cancellation will violations that could not reasonably be expected to have, individually or in the aggregate, a an STC Material Adverse Effect with respect to the CompanyEffect. (b) The Company and each Company subsidiary, Except as appropriate, is an approved participating provider disclosed in and under all third party payment programs from which it receives revenues. No action the STC Reports or investigation is pending, or to the knowledge in Section 4.06(b) of the Company, threatened STC Disclosure Schedule or as could not reasonably be expected to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a an STC Material Adverse Effect with respect to the Company.Effect: (ci) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of STC, all of the Companyclinical studies which have been, there or are no being, conducted by or for STC and the STC Subsidiaries are being conducted in substantial compliance with generally accepted good clinical practices and all applicable government regulatory requirements; and (ii) to the knowledge of STC, none of STC, the STC Subsidiaries or any of their respective officers, employees or agents (during the term of such person's employment by STC or any STC Subsidiary or while acting as an agent of STC or any STC Subsidiary, or, to STC's knowledge, prior to such employment) has made any untrue statement of a material changes fact or fraudulent statement to the FDA or any similar Governmental Entity, failed to disclose a material fact required to be made disclosed to any cost reports, claims the FDA or filings made by it for any period or of any deficiency in any such claim, reportsimilar Governmental Entity, or filingcommitted an act, except made a statement or failed to make a statement that could reasonably be expected to provide a basis for changes the FDA or similar Governmental Entity to invoke its policy respecting "Fraud, Untrue Statements of Material Facts, Bribery, and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the CompanyIllegal Gratuities" or similar governmental policy or Law.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) Parent External Adviser is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise Parent External Adviser to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"“Parent External Adviser Permits”), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Parent External Adviser Permits is pending or, to the knowledge Knowledge of the CompanyParent External Adviser, threatened, except where the failure to havebe in possession of, or the suspension or cancellation of, any of the Company Parent External Adviser Permits will would not have, individually or in the aggregate, have a Parent Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect. (b) The Company and each Company subsidiary, as appropriate, Parent External Adviser is an approved participating provider not in and under all third party payment programs from which it receives revenues. No action default or investigation is pending, or violation of any (i) Law applicable to the knowledge of Parent External Adviser or (ii) the CompanyParent External Adviser Permits, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in except for any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition defaults or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as violations that would not have a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. (c) Neither Since December 31, 2018, the Company nor Parent External Adviser has filed (after giving effect to any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings extensions) all Regulatory Documents that were required to be filed with any Governmental Authority, other than such failures to secure payments for services rendered file that would not have an Adviser Material Adverse Effect. (d) The Parent External Adviser is, and at all times required by them the Investment Advisers Act since January 1, 2018 has been, duly registered as an investment adviser under the Investment Advisers Act. The Parent External Adviser is, and at all times required by Applicable Law (other than the Investment Advisers Act) since January 1, 2018 has been, duly registered, licensed or qualified as an investment adviser in each state or any third-party payment program from which they receive other jurisdiction where the conduct of its business required such registration, licensing or expect to receive revenues, including, without limitation, Medicare and Medicaidqualification, except where such delinquency will the failure to be so registered, licensed or qualified would not individually or have an Adviser Material Adverse Effect. (e) Neither the Parent External Adviser nor any “person associated with” (as defined in the aggregate have a Material Adverse Effect with respect to Investment Advisers Act) the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors Parent External Adviser is ineligible pursuant to such claimsSections 203(e) or 203(f) of the Investment Advisers Act to serve as an investment adviser or as a “person associated with” an investment adviser, reports or filings andnor is there any Proceeding pending or, to the knowledge Knowledge of the CompanyParent External Adviser, there are no material changes required threatened by any Governmental Authority that would result in the ineligibility of the Parent External Adviser or any such “person associated with” the Parent External Adviser to be made to any cost reports, claims or filings made by it for any period or of any deficiency serve in any such claim, report, capacities pursuant to Sections 203(e) or filing, except for changes and deficiencies that in 203(f) of the aggregate will not have a Material Adverse Effect with respect to the CompanyInvestment Advisers Act.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) Parent External Adviser is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise Parent External Adviser to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"“Parent External Adviser Permits”), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Parent External Adviser Permits is pending or, to the knowledge Knowledge of the CompanyParent, threatened, except where the failure to havebe in possession of, or the suspension or cancellation of, any of the Company Parent External Adviser Permits will would not havehave a Parent Material Adverse Effect. (b) The Parent External Adviser is not in default or violation of any (i) Law applicable to the Parent External Adviser or (ii) the Parent External Adviser Permits, except for any such defaults or violations that would not have a Parent Material Adverse Effect. (c) Since December 31, 2018, the Parent External Adviser has filed (after giving effect to any extensions) all Regulatory Documents that were required to be filed with any Governmental Authority, other than such failures to file that would not, individually or in the aggregate, a reasonably be expected to have an Adviser Material Adverse Effect Effect. (d) The Parent External Adviser is, and at all times required by the Investment Advisers Act since January 1, 2018 has been, duly registered as an investment adviser under the Investment Advisers Act. The Parent External Adviser is, and at all times required by Applicable Law (other than the Investment Advisers Act) since January 1, 2018 has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business required such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not have an Adviser Material Adverse Effect. Parent has made available to the Company a complete and correct copy of the Form ADV of the Parent External Adviser as in effect on the date of this Agreement. (e) No “affiliated person” (as defined under the Investment Company Act) of the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Section 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (f) The Parent External Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to the Company. Without limiting ) and, during the generality period prior to the date of this Agreement that the foregoingParent External Adviser has been the investment adviser to the Parent, the Parent External Adviser has been in compliance with such policies and procedures, except as set forth where the failures to adopt such policies and procedures or to be in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havewould not, individually or in the aggregate, be material to Parent and its Subsidiaries, taken as a whole. (g) During the period prior to the date of this Agreement that it has been the investment adviser to Parent, there has been no material adverse change in the operations, affairs or regulatory status of the Parent External Adviser. (h) The Parent Investment Advisory Agreement has been duly approved, continued and at all times has been in compliance in all material respects with Section 15 of the Investment Company Act (to the extent applicable). Neither Parent nor the Parent External Adviser is in default under the Parent Investment Advisory Agreement, except where such default would not have an Adviser Material Adverse Effect with respect Effect. The Parent Investment Advisory Agreement is a valid and binding obligation of the Parent External Adviser, except as would not have an Adviser Material Adverse Effect; provided that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Companydiscretion of the court before which any Proceeding therefor may be brought. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and There is no such investigations or surveys are Proceeding pending or, to the knowledge Knowledge of Parent, threatened, and, to the Knowledge of Parent, there do not exist any facts or circumstances which would reasonably be expected to adversely affect the registration of the CompanyParent External Adviser as an investment adviser under the Investment Advisers Act or the ability of an investment adviser to perform its obligations under the Parent Investment Advisory Agreement. (i) Neither the Parent External Adviser nor any “affiliated person” (as defined in the Investment Company Act) of the Parent External Adviser is ineligible pursuant to Sections 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser to a registered investment company (or BDC), nor is there any Proceeding pending or, to the Knowledge of Parent, threatened by any Governmental Authority that would result in the ineligibility of the Parent External Adviser or imminentany such “affiliated person” to serve as an investment adviser to a registered investment company (or BDC) pursuant to Sections 9(a) or 9(b) of the Investment Company Act. Schedule 4.14(aNeither the Parent External Adviser nor any “person associated with” (as defined in the Investment Advisers Act) sets forththe Parent External Adviser is ineligible pursuant to Sections 203(e) or 203(f) of the Investment Advisers Act to serve as an investment adviser or as a “person associated with” an investment adviser, as nor is there any Proceeding pending or, to the Knowledge of Parent, threatened by any Governmental Authority that would result in the ineligibility of the Parent External Adviser or any such “person associated with” the Parent External Adviser to serve in any such capacities pursuant to Sections 203(e) or 203(f) of the Investment Advisers Act. (j) As of the date of this Agreement, all actions, proceedings, investigations or surveys there is no Proceeding pending or, to the knowledge Knowledge of the CompanyParent, threatened against the Company or Parent External Adviser that would have a Parent Material Adverse Effect, nor is there any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation judgment of any other Company PermitGovernmental Authority outstanding against, exceptor, in to the case Knowledge of clauses (i) and (ii)Parent, investigation by any such Company Permit where such suspension or cancellation will not haveGovernmental Authority involving, individually or in the aggregate, Parent External Adviser that would have a Parent Material Adverse Effect with respect to the CompanyEffect. (bk) The Company and each Company subsidiarySince December 31, as appropriate2018, is an approved participating provider there has been no material adverse change in and under all third party payment programs from which it receives revenues. No action the operations, affairs or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the regulatory status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyParent External Adviser. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Parent and each of its Subsidiaries are in compliance, and have been operated in compliance, in all material respects, with all Applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Company subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business Exchange Act other than as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not havewould not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the Company, and no suspension or cancellation of Effect. Neither Parent nor any of the Company Permits is pending its Subsidiaries has received any written or, to the knowledge Knowledge of the CompanyParent, threatenedoral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not havewhich non-compliance would, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect Effect. (b) Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with respect to the Company. Without limiting the generality of the foregoingits investment policies and restrictions and portfolio valuation methods, except if any, as such policies and restrictions have been set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation its registration statement (as amended from time to time) or enrollment in the Medicare program and the Medicaid programs for states in which the Company reports that it has facilities, have current and valid provider contracts filed with the Medicare program SEC under the Exchange Act, the Securities Act and the Medicaid programs for states in which the Company has facilities and are in substantial Applicable Laws, if any, other than any non-compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havewould not, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in have a Parent Material Adverse Effect. (ic) the loss or revocation of a Company Permit necessary Parent has written policies and procedures adopted pursuant to operate one or more facilities or for a facility to receive reimbursement Rule 38a-1 under the Medicare Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, are in the case process of clauses (i) and (ii), any such Company Permit where such suspension being remedied or cancellation will not havethose that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a Material Adverse Effect with respect to the Companywhole. (bd) The Company Parent and each Company subsidiaryof its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action other than any failure to hold or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in non-compliance with any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will havePermit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare Effect. All such Permits are valid and Medicaidin full force and effect, except where such delinquency will not as would not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse Effect Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to the Companyany such disqualification. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings andThere is no material Proceeding pending and served or, to the knowledge Knowledge of the CompanyParent, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency threatened that would result in any such claimdisqualification. (f) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, reportthe Parent Board and any committees of the Parent Board. (g) Notwithstanding the foregoing, no representation or filing, except for changes and deficiencies that warranty in the aggregate will not have a Material Adverse Effect this Section 4.5 is made with respect to the CompanyParent SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Parent SEC Documents; Financial Statements; Enforcement Actions), Section 4.8 (Disclosure Controls and Procedures), Section 4.13 (Employee Matters), Section 4.14 (Trademarks, Patents and Copyrights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) Parent and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptionsexemptions, consents, certificates, identification approvals, registrations, clearances, orders and registration numbers, approvals and orders of any Governmental Entity other authorizations necessary for the Company or any Company subsidiary Parent and its Subsidiaries to own, lease and operate its their respective properties or to produce, store, distribute and market its products or otherwise assets and to carry on its business their respective businesses as it is now being conducted under and pursuant to all applicable Laws (the “Parent Permits”), (ii) agreements all such Parent Permits are in full force and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) effect and (iiiii) collectivelyas of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the "Company ------- Permits")Knowledge of Parent, threatened, except where the failure to havebe in possession of, failure to be in full force and effect or the suspension suspension, cancellation, withdrawal or cancellation ------- ofrevocation thereof (a) has not had, any of the Company Permits will and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the CompanyMerger, and no suspension or cancellation prevent or materially delay the consummation of any of the Company Permits is pending orMerger and the other transactions contemplated by this Agreement. (b) Since December 31, to the knowledge of the Company2015, threatenedParent and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Parent Permits, except where the any failure to havebe in such compliance (a) has not had, or the suspension or cancellation of, any of the Company Permits will and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since December 31, 2015 through the date of this Agreement, none of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers or employees, has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority asserting that Parent or any of its Subsidiaries is not in compliance with, or is under investigation with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict failure to comply with, any Laws or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Parent Permits, except where any failure to be in the case of clauses such compliance (Aa) has not had, and (B) for any such conflicts, defaults or violations that will would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a(b) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could would not reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not haveto, individually or in the aggregate, a Material Adverse Effect with impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pendingMerger, or to prevent or materially delay the knowledge consummation of any of the Company, threatened to suspend, limit, terminate, condition, or revoke Merger and the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice other transactions contemplated by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Companythis Agreement. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company and Except as disclosed in the Company subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification SEC Reports filed prior to the date of this Agreement and registration numbers, approvals and orders of any Governmental Entity necessary for except as set forth on Schedule 3.9 to the Company Disclosure Schedule or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect with respect to Effect, the CompanyCompany and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, Orders and approvals of all Governmental Entities that are necessary for the operation of their respective businesses as now being conducted (collectively, the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. The Company and its Subsidiaries are in compliance with, and the Company and its Subsidiaries have not received any notices of noncompliance with respect to, the Company Permits and any Laws, except for instances of noncompliance where neither the costs to comply nor the failure to have, or the suspension or cancellation of, any of the Company Permits will not havecomply, individually or in the aggregate, has or would reasonably be expected to have a Company Material Adverse Effect with respect Effect. Without limitation, during the three years prior to the Company. Without limiting the generality date of the foregoingthis Agreement, except as set forth in Schedule 4.14(a), all none of the Company's facilities are certified for participation , any of its Subsidiaries or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesany director, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict withofficer, or in default or violation employee of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened any agent or imminent. Schedule 4.14(a) sets forth, as other Person associated with or acting on behalf of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries has, directly or indirectly: (a) used any funds of the Company subsidiary that could reasonably be expected or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to result in political activity; (ib) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the loss Company or revocation any of a its Subsidiaries; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (d) established or maintained any unlawful fund of monies or other assets of the Company Permit necessary to operate one or more facilities any of its Subsidiaries; (e) made any fraudulent entry on the books or for a facility to receive reimbursement under records of the Medicare Company or Medicaid programs any of its Subsidiaries; or (iif) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the suspension Company or cancellation any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any other Company Permitof its Subsidiaries, except, in the each case of referred to in clauses (ia) and through (iif), any such Company Permit where such suspension or cancellation will not haveacts, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) Parent and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptionsexemptions, consents, certificates, identification approvals, registrations, clearances, orders and registration numbers, approvals and orders of any Governmental Entity other authorizations necessary for the Company or any Company subsidiary Parent and its Subsidiaries to own, lease and operate its their respective properties or to produce, store, distribute and market its products or otherwise assets and to carry on its business their respective businesses as it is now being conducted conducted, under and pursuant to all applicable Laws (the “Parent Permits”), (ii) agreements all such Parent Permits are in full force and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) effect and (iiiii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any as of the Company Permits will not havedate of this Agreement, individually no suspension, cancellation, withdrawal or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits revocation thereof is pending or, to the knowledge Knowledge of the CompanyParent, threatened, except where the failure to havebe in possession of, failure to be in full force and effect or the suspension suspension, cancellation, withdrawal or cancellation ofrevocation thereof has not been, any of the Company Permits will and would not havereasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoingwhole. (b) Since December 31, except as set forth in Schedule 4.14(a)2016, all of the Company's facilities are certified for participation or enrollment in the Medicare program Parent and the Medicaid programs for states in which the Company has facilities, its Subsidiaries have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities been and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (Ai) any law all applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or Laws and (Bii) any Company all Parent Permits, except where any failure to be in the case of clauses (A) such compliance has not been, and (B) for any such conflicts, defaults or violations that will would not havereasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveyswhole. (c) Since December 31, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of 2016 through the date of this Agreement, all actions, proceedings, investigations none of Parent or surveys pending any of its Subsidiaries or, to the knowledge Knowledge of Parent, any of their respective directors, officers or employees, has received any written or, to the CompanyKnowledge of Parent, threatened against the Company oral notification from a Governmental Authority asserting that Parent or any Company subsidiary that could of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Parent Permits, except where any failure to be in such compliance has not been, and would not reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not havebe, individually or in the aggregate, a Material Adverse Effect with respect materially adverse to the Company. (b) The Company Parent and each Company subsidiaryits Subsidiaries, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary taken as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Companywhole. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, exemptions, consents, certificates, identification approvals, listings, registrations, clearances, orders and registration numbers, approvals and orders of any Governmental Entity other authorizations necessary for the Company or any Company subsidiary Parent and its Subsidiaries to own, lease and operate its their respective properties or to produce, store, distribute and market its products or otherwise assets and to carry on its business their respective businesses as it is now being conducted under and pursuant to all applicable Laws (the “Parent Permits”), (ii) agreements all such Parent Permits are in full force and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) effect and (iiiii) collectivelyas of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the "Company ------- Permits")Knowledge of Parent, threatened, except where the failure to havebe in possession of, failure to be in full force and effect or the suspension suspension, cancellation, withdrawal or cancellation ------- ofrevocation thereof has not had, any of the Company Permits will and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect. (b) Since January 1, 2019, Parent and its Subsidiaries have been and are in compliance with respect to the Company, (i) all applicable Laws and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened(ii) all Parent Permits, except where the any failure to havebe in such compliance has not had, or the suspension or cancellation of, any of the Company Permits will and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoingEffect. (c) Since January 1, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of 2019 through the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of the CompanyParent, threatened against the Company neither Parent nor any of its Subsidiaries nor any of their respective directors, officers or employees, has received any written or oral notification from a Governmental Authority asserting that Parent or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pendingits Subsidiaries is, or to the knowledge of the Companyis suspected of, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required alleged to be filed to secure payments or under investigation for services rendered by them under being, not in compliance in all material respects with any third-party payment program from which they receive Laws or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the CompanyParent Permits.

Permits; Compliance with Laws. (a) The Company Each of VoiceStream and the Company subsidiaries have (i) VoiceStream Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrationspermits, product listings, permitscharters, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company VoiceStream or any Company subsidiary of the VoiceStream Subsidiaries to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- VoiceStream Permits"), except where the failure to havehave any of the VoiceStream Permits could not, individually or in the aggregate, have a Material Adverse Effect on VoiceStream and, as of the date of this Agreement, no suspension or cancellation of any of the VoiceStream Permits is pending or, to the knowledge of VoiceStream, threatened, except where the suspension or cancellation ------- of, of any of the Company VoiceStream Permits will could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect on VoiceStream. The business of VoiceStream and the VoiceStream Subsidiaries is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations that could not reasonably be expected to have a Material Adverse Effect on VoiceStream or prevent or materially delay the Companyconsummation of the Reorganization. (b) Except as set forth in Item 3.09 of the VoiceStream Letter: (i) VoiceStream and each of the VoiceStream Subsidiaries holds, and no suspension is qualified and eligible to hold, all material licenses, permits and other authorizations issued or cancellation to be issued by the FCC to such entity for the operation of their respective businesses, all of which are set forth in Item 3.09 of the VoiceStream Letter (the "VoiceStream FCC Licenses"). (ii) The VoiceStream FCC Licenses are valid and in full force and effect, and neither VoiceStream nor any of the Company Permits VoiceStream Subsidiaries is or has been delinquent in payment on or in default under any installment obligation owed to the United States Treasury in connection with the VoiceStream FCC Licenses. As used herein, the term "full force and effect" means that (A) the orders issuing the VoiceStream FCC Licenses have become effective, (B) no stay of effectiveness of such orders has been issued by the FCC, and (C) the VoiceStream FCC Licenses have not been invalidated by any subsequent published FCC action. (iii) All material reports and applications required by the Communications Act or required to be filed with the FCC by VoiceStream or any of the VoiceStream Subsidiaries have been filed and are accurate and complete in all material respects. (iv) VoiceStream and the VoiceStream Subsidiaries are, and have been, in compliance in all material respects with, and the wireless communications systems operated pursuant to the VoiceStream FCC Licenses are and have been operated in compliance in all material respects with, the Communications Act. (v) There is not pending or, to the knowledge of the CompanyVoiceStream's knowledge, threatened, except where as of the failure to havedate hereof any application, petition, objection, pleading or proceeding with the suspension FCC or cancellation of, any public service commission or similar body having jurisdiction or authority over the communications operations of VoiceStream or any of the Company Permits will VoiceStream Subsidiaries which is reasonably likely to result in the revocation, cancellation, suspension, dismissal, denial or any materially adverse modification of any VoiceStream FCC License or imposition of any substantial fine or forfeiture against VoiceStream or any of the VoiceStream Subsidiaries. (vi) No facts are known to VoiceStream or the VoiceStream Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any VoiceStream FCC License could be revoked, cancelled, suspended or materially adversely modified or that any substantial fine or forfeiture could be imposed against VoiceStream or any of the VoiceStream Subsidiaries. (vii) VoiceStream and the VoiceStream Subsidiaries have not havemade any material misstatements of fact, or omitted to disclose any fact, to any Government Entity or in any report, document or certificate filed therewith, which misstatements or omissions, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss subject any material VoiceStream FCC Licenses to revocation or revocation of a Company Permit necessary failure to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permitrenew, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect except to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any extent that such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning revocation or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will would not have a Material Adverse Effect with respect to on VoiceStream or the Companytransactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) The Parent and each of its Subsidiaries are in compliance, and have been operated in compliance, in all material respects, with all Applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Company subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business Exchange Act other than as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not havewould not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the Company, and no suspension or cancellation of Effect. Neither Parent nor any of the Company Permits is pending its Subsidiaries has received any written or, to the knowledge Knowledge of the CompanyParent, threatenedoral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not havewhich non-compliance would, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect Effect. (b) Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with respect to the Company. Without limiting the generality of the foregoingits investment policies and restrictions and portfolio valuation methods, except if any, as such policies and restrictions have been set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation its registration statement (as amended from time to time) or enrollment in the Medicare program and the Medicaid programs for states in which the Company reports that it has facilities, have current and valid provider contracts filed with the Medicare program SEC under the Exchange Act and the Medicaid programs for states in which the Company has facilities and are in substantial other Applicable Laws, if any, other than any non-compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havewould not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect Effect. (c) Parent is in compliance with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge Section 61 of the Company, threatened or imminent. Schedule 4.14(a) sets forth, Investment Company Act and as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge hereof Parent’s asset coverage ratio calculated in accordance with Section 18 of the Company, threatened against the Investment Company Act is above 150%. (d) Neither Parent nor any of its Subsidiaries is in default or violation of any Company subsidiary that could reasonably be expected to result in (i) the loss Law applicable to Parent or revocation any of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs its Subsidiaries or (ii) Permits necessary for Parent and its Subsidiaries to carry on their respective businesses as now being conducted, except for any such defaults or violations that would not have a Parent Material Adverse Effect. (e) Parent has written policies and procedures adopted pursuant to Rule 38a-1 under the suspension Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or cancellation of any other Company Permit, except, are in the case process of clauses (i) and (ii), any such Company Permit where such suspension being remedied or cancellation will not havethose that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a Material Adverse Effect with respect to the Companywhole. (bf) The Company Parent and each Company subsidiaryof its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Laws as presently conducted, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action other than any failure to hold or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in non-compliance with any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will havePermit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare Effect. All such Permits are valid and Medicaidin full force and effect, except where such delinquency will not as would not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse Effect Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to the Companyany such disqualification. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings andThere is no material Proceeding pending and served or, to the knowledge Knowledge of the CompanyParent, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency threatened that would result in any such claimdisqualification. (h) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, reportthe Parent Board and any committees of the Parent Board. (i) Notwithstanding the foregoing, no representation or filing, except for changes and deficiencies that warranty in the aggregate will not have a Material Adverse Effect this Section 4.5 is made with respect to the CompanyParent SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Parent SEC Documents; Financial Statements; Enforcement Actions), Section 4.8 (Disclosure Controls and Procedures), Section 4.13 (Employee Matters), Section 4.14 (Trademarks, Patents and Copyrights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively.

Permits; Compliance with Laws. (a) The Company Acquired Entities possess all Material Permits required or necessary to operate the Business, and all such Permits are valid, and in good standing. (b) The Acquired Entities have not violated any of the conditions or provisions of their Material Permits, except where such violation would not result in a Business Material Adverse Effect. (c) True and complete copies of all Material Permits issued or granted by a Governmental Authority in connection with the current operation of the Business have been provided or will be provided to Holdings during the Holdings Due Diligence Period. Such Permits constitute all Material Permits necessary for the conduct of the Business and the Company subsidiaries operation of the Hospitals as currently conducted. Each Acquired Entity is the duly authorized holder of such Permits as have been issued in its name or pursuant to which it is conducting its business. (d) To the Knowledge of the Company, each Hospital’s pharmacies, laboratories and all other material ancillary departments located at such Hospital or operated for the benefit of such Hospital (and which are owned or operated by the any of the Acquired Entities any of their Affiliates), which is required to be specially licensed, is licensed by the appropriate Governmental Authority. (e) Schedule 4.17(e) hereto sets forth a complete and accurate list of all Material Permits required or necessary to operate the Business as presently conducted. (f) Between the date of execution of this Agreement and the Closing Date, the Acquired Entities shall timely file any renewal applications which are routinely required to be filed in order to maintain the Permits in good standing and take additional steps after each such filing as is reasonably necessary to facilitate the renewal process. (g) Each Hospital is in compliance with all Material Permits required by Law. (h) There are no provisions in, or agreements relating to, any such Permits which preclude or limit in any respect any Acquired Entity from operating any of the Hospitals as they are currently operated. (i) There is not now pending or, to the Company’s Knowledge, threatened, any action by or before any Governmental Authority to revoke, cancel, rescind, modify or refuse to renew any of the Material Permits, and all franchisesof such Permits are in good standing. (j) Except as set forth in Schedule 4.17(j) (and subject to Section 4.18(a) with respect to Environmental Laws), grantsthe Acquired Entities are in compliance with all applicable Laws, authorizationspolicies, guidelines, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders judgments or decrees of any all judicial or Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits")Authorities, except where the failure to have, be in such compliance did not or the suspension or cancellation ------- of, any of the Company Permits will would not have, individually or in the aggregate, have a Business Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except Except as set forth in Schedule 4.14(a4.17(j), all of the Company's facilities are certified for participation Acquired Entities have not been charged with or enrollment in given notice of, and to the Medicare program and the Medicaid programs for states in which the Company has facilitiesShareholders’ Knowledge, have current and valid provider contracts is not under investigation with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor respect to, any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which obligation to take remedial action under, any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in applicable (i) the loss material Law, policy or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or guideline promulgated, (ii) the suspension material license, certificate or cancellation certificate of need issued, or (iii) order, judgment or decree entered, by any other Company Permitfederal, exceptstate, in the case of clauses (i) and (ii), any such Company Permit where such suspension local or cancellation will not have, individually foreign court or in the aggregate, a Material Adverse Effect with respect Governmental Authority relating to the CompanyAcquired Entities or the Business. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Each of Parent, Merger Sub, Merger LLC and the Company subsidiaries have (i) each other Parent Subsidiary is in possession of all authorizations, licenses, permits, franchises, grants, authorizationsconsents, licensesqualifications, establishment registrationspermissions, product listings, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, identification registrations and registration numbers, approvals and orders clearances of any Governmental Entity necessary for the Company or any Company subsidiary Parent and each Parent Subsidiary to own, lease and operate its properties or to produceand assets, store, distribute and market its products or otherwise to carry on and operate its business businesses as it is now being currently conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"“Parent Permits”), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, or the failure to be in full force and effect of, any of Parent Permits, individually or in the Company aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. All Parent Permits will are valid and in full force and effect, except where the failure to be in full force and effect would not be reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth Parent and each Parent Subsidiary is in Schedule 4.14(a), compliance in all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts respects with the Medicare program terms and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation requirements of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Parent Permits, except where the failure to be in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect Effect. (b) None of either the Medicare or the Medicaid program of any pending or threatened investigations or surveysParent, and no such investigations or surveys are pending orMerger Sub, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company Merger LLC or any Company subsidiary that could reasonably be expected other Parent Subsidiary is in conflict with, default under or violation of, any Law applicable to result in (i) the loss Parent, Merger Sub, Merger LLC or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company PermitParent Subsidiary or by which any property or asset of Parent, exceptMerger Sub, in the case of clauses (i) and (ii)Merger LLC or any other Parent Subsidiary is bound or affected, except for any such Company Permit where such suspension conflicts, defaults or cancellation will not haveviolations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. To the knowledge of Parent, no investigation by any Governmental Entity with respect to the Company. (b) The Company and each Company subsidiaryParent, as appropriateMerger Sub, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action Merger LLC or investigation any other Parent Subsidiary is pending, or nor has any Governmental Entity indicated to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company Parent or any Company subsidiary as a provider in Parent Subsidiary an intention to conduct any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceedingexcept for such investigations, suspensionthe outcomes of which if determined adversely to Parent, limitationMerger Sub, termination, revocation, conditioning Merger LLC or failure to renew will haveany other Parent Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect with respect to the CompanyEffect. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Each of Powertel and the Company subsidiaries have (i) Powertel Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrationspermits, product listings, permitscharters, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Powertel or any Company subsidiary of the Powertel Subsidiaries to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Powertel Permits"), except where the failure to have, or the suspension or cancellation ------- of, have any of the Company Powertel Permits will not havecould not, individually or in the aggregate, have a Material Adverse Effect with respect to on Powertel, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Powertel Permits is pending or, to the knowledge of the CompanyPowertel, threatened, except where the failure to have, or the suspension or cancellation of, of any of the Company Powertel Permits will not havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powertel. The business of Powertel and the Powertel Subsidiaries is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations that could not reasonably be expected to have a Material Adverse Effect on Powertel or prevent or materially delay the consummation of the Reorganization. None of the representations and warranties made in this Section 2.09 are being made with respect to the Company. Without limiting the generality of the foregoing, except Environmental Laws. (b) Except as set forth in Schedule 4.14(a)Item 2.09 of the Powertel Letter: (i) Powertel and each of the Powertel Subsidiaries holds, and is qualified and eligible to hold, all material licenses, permits and other authorizations issued or to be issued by the FCC to such entity for the operation of their respective businesses, all of which are set forth in Item 2.09 of the Company's facilities Powertel Letter (the "Powertel FCC Licenses"). Each of the Powertel FCC Licenses that is subject to restrictions under Section 310(b) of the Communications Act is held by a Powertel Subsidiary. (ii) The Powertel FCC Licenses are certified for participation or enrollment valid and in the Medicare program full force and the Medicaid programs for states in which the Company has facilitieseffect, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company neither Powertel nor any Company subsidiary of the Powertel Subsidiaries is or has been delinquent in conflict with, payment on or in default or violation ofunder any installment obligation owed to the United States Treasury in connection with the Powertel FCC Licenses. As used herein, the term "full force and effect" means that (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of orders issuing the Company or any Company subsidiary is bound or affected or Powertel FCC Licenses have become effective, (B) no stay of effectiveness of such orders has been issued by the FCC, and (C) the Powertel FCC Licenses have not been invalidated by any Company Permitssubsequent published FCC action. (iii) All material reports and applications required by the Communications Act or required to be filed with the FCC by Powertel or any of the Powertel Subsidiaries have been filed and are accurate and complete in all material respects. (iv) Powertel and the Powertel Subsidiaries are, except and have been, in compliance in all material respects with, and the wireless communications systems operated pursuant to the Powertel FCC Licenses are and have been operated in compliance in all material respects with, the Communications Act. (v) There is not pending or, to Powertel's knowledge, threatened, as of the date hereof any application, petition, objection, pleading or proceeding with the FCC or any public service commission or similar body having jurisdiction or authority over the communications operations of Powertel or any of the Powertel Subsidiaries which is reasonably likely to result in the case revocation, cancellation, suspension, dismissal, denial or any materially adverse modification of clauses any Powertel FCC License or imposition of any substantial fine or forfeiture against Powertel or any of the Powertel Subsidiaries. (Avi) No facts are known to Powertel or the Powertel Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any Powertel FCC License could be revoked, cancelled, suspended or materially adversely modified or that any substantial fine or forfeiture could be imposed against Powertel or any of the Powertel Subsidiaries. (vii) Powertel and (B) for the Powertel Subsidiaries have not made any such conflictsmaterial misstatements of fact, defaults or violations that will not haveomitted to disclose any fact, to any Government Entity or in any report, document or certificate filed therewith, which misstatements or omissions, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss subject any Powertel FCC Licenses to revocation or revocation of a Company Permit necessary failure to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permitrenew, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect except to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any extent that such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning revocation or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will would not have a Material Adverse Effect with respect to on Powertel or the Companytransactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("MedicareMEDICARE"), any applicable state Medicaid program -------- ("MedicaidMEDICAID") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsCOMPANY PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a)Section 4.06(a) of the Company Disclosure Schedule, all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesprogram, have a current and valid provider contracts contract with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company or any Company subsidiary Subsidiary or by which any property or asset of the Company or any Company subsidiary Subsidiary is bound or affected or (Bii) any Company Permits, except in the case of clauses (Ai) and (Bii) for any such conflicts, defaults or violations that will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect. Neither the Company nor any Company subsidiary Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminentimminent that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), except any such Company Permit where such suspension or cancellation will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the Companyaggregate, a Company Material Adverse Effect. (b) The Company and each Company subsidiarySubsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge best of the Companyits knowledge, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary Subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary Subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary Subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning investigation or failure to renew will proceeding would have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect. (c) Neither the Company nor any Company subsidiary Subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where . Section 4.06(c) sets forth the date of the most recent such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to filing for each of the Company's and the Company's Subsidiaries' facilities. Except as indicated in its financial statements included in the SEC FilingsCompany Reports, the Company or each Company subsidiarySubsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings andfilings, to and neither the Company nor any Company Subsidiary has any knowledge or notice of the Company, there are no any material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will would not have a Company Material Adverse Effect with respect to the CompanyEffect.

Permits; Compliance with Laws. (a) The Company Parent, Merger Sub and the Company subsidiaries have each other Parent Subsidiary is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare")program, any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsPARENT PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Parent Permits will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the CompanyParent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Parent Permits will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a)Section 5.06(a) of the Parent Disclosure Schedule, all of the CompanyParent's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesprogram, have a current and valid provider contracts contract with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor None of Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is in conflict with, or in default or violation of, , (Ai) any law Law applicable to the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary or by which any property or asset of the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is bound or affected or (Bii) any Company Parent Permits, except in the case of clauses (Ai) and (Bii) for any such conflicts, defaults or violations that will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Neither the Company Purchaser nor any Company subsidiary Purchaser Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the CompanyParent, threatened or imminentimminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, actions ,proceedings, investigations or surveys pending or, to the knowledge of the CompanyParent, threatened against the Company Parent or any Company subsidiary Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs program or (ii) the suspension or cancellation of any other Company Parent Permit, except, in the case of clauses (i) and (ii), except any such Company Parent Permit where such suspension or cancellation will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent Subsidiary has received from any Governmental Entity any written notification with respect to the Company. (b) The Company and each Company subsidiarypossible conflicts, as appropriatedefaults or violations of Laws, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action except for written notices relating to possible conflicts, defaults or investigation is pending, or violations that could not reasonably be expected to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Parent and each of its Subsidiaries are in compliance, and have been operated in compliance, in all material respects, with all Applicable Law, including, if any to the extent applicable, the Investment Company Act, the Securities Act and the Company subsidiaries Exchange Act other than as would not have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any Applicable Law, which non-compliance would result in a Parent Material Adverse Effect. Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act, the Securities Act and other Applicable Laws, if any, other than any non-compliance that would not have a Parent Material Adverse Effect. (b) None of Parent or its Subsidiaries is in default or violation of any (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders Law applicable to Parent or any of any Governmental Entity its Subsidiaries or (ii) Permits necessary for the Company or any Company subsidiary to own, lease Parent and operate its properties or to produce, store, distribute and market its products or otherwise Subsidiaries to carry on its business their respective businesses as it is now being conducted conducted, except for any such defaults or violations that would not have a Parent Material Adverse Effect. (c) Parent has written policies and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are required reasonably designed to operate prevent material violations of the facility “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or facilities are in the manner in which it process of being remedied or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not havethose that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (d) Parent and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not have a Parent Material Adverse Effect with respect to the CompanyEffect. All such Permits are valid and in full force and effect, and no suspension or cancellation of except as would not have a Parent Material Adverse Effect. Neither Parent nor any of the Company Permits is pending its Subsidiaries has received any written or, to the knowledge Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would have a Parent Material Adverse Effect. (e) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser is subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the CompanyInvestment Company Act, threatenedunless, except where in each case, such Person has received exemptive relief from the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect SEC with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Companydisqualification. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any There is no material Proceeding pending or threatened investigations or surveys, and no such investigations or surveys are pending served or, to the knowledge Knowledge of Parent, threatened that would result in any such disqualification. (f) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the Companystockholders of Parent, threatened or imminent. Schedule 4.14(a) sets forth, as the Parent Board and any committees of the date of Parent Board. (g) Notwithstanding the foregoing, no representation or warranty in this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect Section 4.5 is made with respect to the Company. (b) The Company Parent SEC Documents or financial statements, “disclosure controls and each Company subsidiaryprocedures” or “internal control over financial reporting,” intellectual property matters, as appropriateTax matters, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action real property matters or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a providerenvironmental matters, which actionare addressed exclusively in Section 4.6 (Parent SEC Documents; Financial Statements; Enforcement Actions), investigationSection 4.8 (Disclosure Controls and Procedures), proceedingSection 4.14 (Trademarks, suspensionPatents and Copyrights), limitationSection 4.15 (Taxes), terminationSection 4.17 (Real Property) and Section 4.18 (Environmental), revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyrespectively. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company WAG, Parent, Merger Sub and the Company subsidiaries have (i) each other Parent Subsidiary is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company WAG, Parent, Merger Sub or any Company subsidiary other Parent Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsPARENT PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Parent Permits will would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the CompanyParent or WAG, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Parent Permits will would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality None of the foregoingWAG, except as set forth in Schedule 4.14(a)Parent, all of the Company's facilities are certified for participation Merger Sub or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary other Parent Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company WAG, Parent, Merger Sub or any Company subsidiary other Parent Subsidiary or by which any property or asset of the Company WAG, Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is bound or affected or (Bii) any Company Parent Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), ) for any such Company Permit where such suspension conflicts, defaults or cancellation will violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1997, neither WAG or Parent nor any Parent Subsidiary has received from any Governmental Entity any written notification with respect to the Company. (b) The Company and each Company subsidiarypossible conflicts, as appropriatedefaults or violations of Laws, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action except for written notices relating to possible conflicts, defaults or investigation is pending, or violations that would not reasonably be expected to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have Except (i) all franchisesas would not reasonably be expected to have a Company Material Adverse Effect, grants, (ii) for those authorizations, licenses, establishment registrationspermits, product listingscertificates, approvals and clearances of any Governmental Authority for which any Group Company has submitted an application, the Company and its Subsidiaries are in possession of all material authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders clearances of any Governmental Entity Authority necessary for the Company or any Company subsidiary and its Subsidiaries to own, lease and operate its their properties or to produce, store, distribute and market its products or otherwise to carry on its their business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities substantially in the manner described in which it or they are currently operated the Company SEC Reports filed prior to the date hereof and receive reimbursement for care provided to patients covered under substantially as is being conducted as of the Federal Medicare program date of this Agreement ("Medicare"collectively, the “Material Company Permits”), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred and except as would not reasonably be expected to in clauses have a Company Material Adverse Effect, (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities Material Company Permits are certified for participation or enrollment valid, in the Medicare program full force and the Medicaid programs for states in which the Company has facilitieseffect, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor not subject to any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened legal proceeding by any Governmental Authority to suspend, cancel, modify, terminate or imminent. Schedule 4.14(arevoke any such Material Company Permit, (ii) sets forththe Company and each of its Subsidiaries are in compliance with the terms and requirements of such Material Company Permits, as and (iii) the Company and each of the date of this Agreementits Subsidiaries is not in default under, all actions, proceedings, investigations or surveys pending or, and to the knowledge Company’s knowledge, no condition exists that with notice or lapse of the Company, threatened against the Company time or any Company subsidiary that could both would constitute a default under or would reasonably be expected to result in (i) the loss any suspension, cancellation, modification, termination or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii)of, any such Material Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyPermit. (b) The For any business carried out by any Group Company in the PRC, such Group Company has not violated any PRC Law that imposes any prohibition or restriction on foreign investment, except for such violation that would not reasonably be expected to have a Company Material Adverse Effect. Each Group Company that is established in the PRC has been conducting its business activities within the permitted scope of business, and each has been operating its business in compliance with all relevant legal requirements and with all requisite permits, licenses and approvals granted by, and filings and registrations made with the competent Governmental Authorities of the PRC except for such violation that would not reasonably be expected to have a Company subsidiaryMaterial Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, as appropriate(i) the Group Companies are and have been in compliance with all applicable Laws and the applicable listing, is an approved participating provider corporate governance and other rules and regulations of Nasdaq in all material respects, (ii) no event has occurred and under all third party payment programs from which it receives revenues. No action no circumstance exists that, with or investigation is pendingwithout notice or lapse of time, may (x) constitute or result in a material violation by any Group Company of, or a failure on the part of such entity to comply with in any material respect, any applicable Laws, or (y) give rise to any material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, and (iii) no Group Company is in default, breach or violation of any Law applicable to it or by which any of its share, security, equity interest, property or asset is bound or affected or has received any written notice or communication of any material non-compliance with any applicable Law that has not been cured. (d) To the best knowledge of the Company, threatened to suspend, limit, terminate, condition, no Group Company or revoke the status any of the Company or any Company subsidiary as Representatives is a provider in any such programProhibited Person, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspendno Prohibited Person serves as an officer, limit, terminate, revoke, condition consultant or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing director of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Group Company. Except as indicated in its financial statements included in To the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the best knowledge of the Company, there are no Group Company has (i) conducted or agreed to conduct any business, or entered into or agreed to enter into any transaction with a Prohibited Person or (ii) materially violated, or operated in material changes required non-compliance with, any applicable export restrictions, anti-boycott regulations, or embargo regulations. No Group Company or, to be the best knowledge of the Company, any of their respective directors, administrators, officers, board of directors, members, employees, agents, Affiliates or other persons acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Law, nor has any Group Company or, to the best knowledge of the Company, any Company Representative (x) made or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment, that would violate any applicable Anticorruption Laws, or (y) offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any cost reportsGovernment Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, claims given, or filings made by it promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing any period act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; or (D) inducing a Government Official to influence or affect any act or decision of any deficiency Governmental Authority; or (ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining business or advantage or would otherwise violate any Anticorruption Law. (e) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Group Companies are in compliance with all of the SAFE Rules and Regulations and duly and lawfully obtained all requisite permits, licenses, approvals, filings and registrations and other requisite formalities with the SAFE as required under the SAFE Rules and Regulations which are in full force and effect, and there exist no grounds on which any such claimpermits, reportlicenses, approvals, filings or filing, except registrations may be cancelled or revoked or any Group Company or its legal representative may be subject to liability or penalties for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect misrepresentations or failures to the Company.disclose information to SAFE or its local counterparts

Permits; Compliance with Laws. (a) The Company Each of Parent and the Company subsidiaries have (i) Parent Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Parent or any Company subsidiary Parent Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("MedicareParent Permits"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (and all the -------- matters referred to such Parent Permits are valid and in clauses (i) full force and (ii) collectively, the "Company ------- Permits")effect, except where the failure to have, or the suspension or cancellation ------- of, any of Parent Permits, or the Company failure of any such Parent Permits will not haveto be valid and in full force and effect, would not, individually or in the aggregate, (i) have a Parent Material Adverse Effect with respect Effect, or (ii) prevent or materially delay the performance by Parent or Merger Sub of their respective obligations pursuant to this Agreement and the Companyconsummation of the Merger, and and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the CompanyParent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Parent Permits will not havewould not, individually or in the aggregate, (i) have a Parent Material Adverse Effect with respect or (ii) prevent or materially delay the performance by Parent or Merger Sub of their respective obligations pursuant to this Agreement and the Company. Without limiting the generality consummation of the foregoing, except Merger. Except as set forth disclosed in Schedule 4.14(a), all Section 4.06 of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesParent Disclosure Schedule, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company neither Parent nor any Company subsidiary Parent Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company Parent or any Company subsidiary Parent Subsidiary or by which any property or asset of the Company Parent or any Company subsidiary Parent Subsidiary is bound or affected or (Bii) any Company Parent Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), ) for any such Company Permit where such suspension conflicts, defaults or cancellation will not have, violations that would neither individually or in the aggregate, (A) have a Parent Material Adverse Effect with respect nor (B) prevent or materially delay the performance by Parent or Merger Sub of their respective obligations pursuant to this Agreement and the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge consummation of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyMerger. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Each of Parent and the Company subsidiaries have (i) its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrationspermits, product listings, permitscharters, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Parent or any Company subsidiary of its Subsidiaries to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Parent Permits"), except where the failure to havehave any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the suspension or cancellation ------- of, of any of the Company Parent Permits will would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, on Parent. The businesses of Parent and no suspension or cancellation its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of the Company Permits is pending or, to the knowledge of the Company, threatenedany Governmental Entity, except where the failure for possible violations that would not reasonably be expected to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, have a Material Adverse Effect with respect on Parent or prevent or materially delay the consummation of the Reorganization. (i) Parent and each of its Subsidiaries holds, and is qualified and eligible to hold, all material licenses, permits and other authorizations issued or to be issued by the FCC to such entity for the operation of their respective businesses, all of which are set forth in Item 4.9(b)(i) of Parent Letter (the "Parent FCC Licenses"). (ii) Parent FCC Licenses are valid and in full force and effect and neither Parent nor any of its Subsidiaries is or has been delinquent in payment on or in default under any installment obligation owed to the CompanyUnited States Treasury in connection with Parent FCC Licenses. Without limiting As used herein, the generality term "full force and effect" means that (i) the orders issuing the Parent FCC Licenses have become effective, (ii) no stay of effectiveness of such orders has been issued by the FCC, and (iii) the Parent FCC Licenses have not been invalidated by any subsequent published FCC action. (iii) All material reports and applications required by the Communications Act or required to be filed with the FCC by Parent or any of its Subsidiaries have been filed and are accurate and complete in all material respects. (iv) Parent and its Subsidiaries are, and have been, in compliance in all material respects with, and the wireless communications systems operated pursuant to Parent FCC Licenses are and have been operated in compliance in all material respects with, the Communications Act. (v) There is not pending as of the foregoingdate hereof any application, petition, objection, pleading or proceeding with the FCC or any public service commission or similar body having jurisdiction or authority over the communications operations of Parent or any of its Subsidiaries which questions the validity of or contests any Parent FCC License or which presents a substantial risk that, if accepted or granted, or concluded adversely, could result in (as applicable) the revocation, cancellation, suspension, dismissal, denial or any materially adverse modification of any Parent FCC License or imposition of any substantial fine or forfeiture against Parent or any of its Subsidiaries except as set forth in Schedule 4.14(a), all Item 4.9(b)(v) of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyParent Letter. (bvi) The Company and each Company subsidiaryNo facts are known to Parent or its Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any Parent FCC License could be revoked, as appropriatecancelled, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action suspended or investigation is pending, materially adversely modified or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, that any substantial fine or revoke the status of the Company forfeiture could be imposed against Parent or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanySubsidiaries. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("MedicareMEDICARE"), any applicable state Medicaid program -------- ("MedicaidMEDICAID") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsCOMPANY PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a)Section 4.06(a) of the Company Disclosure Schedule, all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesprogram, have a current and valid provider contracts contract with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company or any Company subsidiary Subsidiary or by which any property or asset of the Company or any Company subsidiary Subsidiary is bound or affected or (Bii) any Company Permits, except in the case of clauses (Ai) and (Bii) for any such conflicts, defaults or violations that will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the CompanyEffect. Neither the Company nor any Company subsidiary Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminentimminent that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), except any such Company Permit where such suspension or cancellation will could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the Company. (bEffect. Except as set forth in Section 4.06(a) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such programDisclosure Schedule, and since June 30, 1996, neither the Company nor any Company subsidiary Subsidiary has been provided received from any Governmental Entity any written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect notification with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing possible conflicts, defaults or violations of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filingLaws, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect written notices relating to the Company.possible conflicts, defaults or

Permits; Compliance with Laws. (a) The Company Each of Crestline and the Company subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from Subsidiaries has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, orders, registrations, findings of suitability, licenses, notices, permits, applications and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered rights, including all authorizations under the Federal Medicare program any applicable Law ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), including, where applicable, those Permits required to be held in the names of officers or other personnel, necessary for the Hotel Properties to operate and Crestline and its Subsidiaries to own, lease or operate the Hotel Properties and other assets and to carry on their business as now conducted, except where for any Permits the failure of which to have, obtain or the suspension or cancellation ------- of, any of the Company Permits will not havehold would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company, and on Crestline. There has occurred no suspension default under or cancellation violation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedsuch Permit, except where the failure to have, for any default or the suspension or cancellation of, any of the Company Permits will not haveviolation which would not, individually or in the aggregate, have a Material Adverse Effect with respect to on Crestline. To the Company. Without limiting knowledge of Crestline, no event has occurred which permits, or upon the generality giving of the foregoingnotice or passage of time or both would permit, except as set forth in Schedule 4.14(a)revocation, all non-renewal, modification, suspension or termination of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary Permit that currently is in conflict witheffect, other than any revocation, non-renewal, modification, suspension or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havetermination that, individually or in the aggregate, would not have a Material Adverse Effect on Crestline. (b) Crestline and its Subsidiaries are in compliance with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program all applicable statutes, laws, ordinances, rules, orders and regulations of any pending or threatened investigations or surveysGovernmental Entity, and no such investigations or surveys are pending or, except where the failure to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not haveso comply would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Companyon Crestline. (bc) The Company and each Company subsidiaryNeither Crestline, as appropriateany Subsidiary of Crestline, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pendingnor, or to the knowledge of Crestline, any entity managing the CompanyHotel Properties, threatened to suspendhas received any written claim, limitdemand, terminatenotice, conditioncomplaint, court order or revoke administrative order from any Governmental Entity, which remains unresolved on the status date hereof or which was not favorably disposed of, asserting that a Permit of it or them or for any of the Company or any Company subsidiary Hotel Properties, as a provider in any such programapplicable, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company Laws should be limited, revoked, suspended or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, not renewed other than any limitation, termination, revocation, conditioning revocation or failure to renew will havesuspension that, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will would not have a Material Adverse Effect with respect to the Companyon Crestline.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries its Subsidiaries have (i) in effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company or any Company subsidiary them to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on its business their businesses in all material respects as it is now being conducted and (iicurrently conducted. Schedule 3.01(j) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) Letter sets forth, as of the date of this the Agreement, all actions, proceedings, investigations or surveys pending or, a complete and correct list of the Permits that are material to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiaryits Subsidiaries, taken as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenuesa whole. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status Each of the Company or any Company subsidiary as a provider in any such programand its Subsidiaries is, and neither the Company nor any Company subsidiary since January 1, 2006 has been provided written notice by any third party payor of its intention to suspendbeen, limitin compliance in all material respects with all applicable Laws and Judgments, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there no condition or state of facts exists that is reasonably likely to give rise to a material violation of, or a material liability or default under, any such applicable Law or Judgment. There has been no noncompliance with applicable Laws or Judgments by any franchisee or distributor of the Company or its Subsidiaries that is reasonably likely to result in a material obligation or liability to the Company or any of its Subsidiaries or that could otherwise materially affect the Company and its Subsidiaries. The execution and delivery of this Agreement by the Company does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof are no material changes required to be made to any cost reportsnot reasonably likely to, claims cause the revocation or filings made by it for any period or cancellation of any deficiency material Permit. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written communication during the past three years from any person that alleges that the Company or any of its Subsidiaries is not in any such claim, reportcompliance in all material respects with, or filingis subject to material liability under, except for changes and deficiencies any material Permit, Law or Judgment or relating to the revocation or modification of any material Permit. As of the date of this Agreement, since January 1, 2004, neither the Company nor any of its Subsidiaries has received any notice that in the aggregate will not have a Material Adverse Effect any investigation or review by any Governmental Entity is pending with respect to the CompanyCompany or any of its Subsidiaries or any of the material assets or operations of the Company or any of its Subsidiaries or that any such investigation or review is contemplated (other than any such investigations or reviews that concluded without any action by a Governmental Entity).

Permits; Compliance with Laws. (ai) The Company and the Company subsidiaries its Subsidiaries have (i) in effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company or any Company subsidiary them to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on its business their businesses as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits")conducted, except where the failure to have, or the suspension or cancellation ------- of, have any of the Company such Permits will would not havereasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect. The execution and delivery of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance with the terms hereof, would not reasonably be expected to cause the revocation or cancellation of any Permit, the revocation or cancellation of which would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, each of the Company and its Subsidiaries is, and since January 1, 2004 has been, in compliance in all respects with all applicable Laws and Judgments. Neither the Company nor any of its Subsidiaries has received any written communication during the past three years from any person that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to liability under, any Permit, Law or Judgment or relating to the revocation or modification of any material Permit. Neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Entity is pending with respect to the Company, and no suspension Company or cancellation any of its Subsidiaries or any of the assets or operations of the Company Permits is pending or, or any of its Subsidiaries and to the knowledge of the Company, no such investigation or review has been threatened, except where . (ii) The Company’s Malaysian Subsidiary Komag USA (Malaysia) Sdn has qualified for “Pioneer Status” from the failure to have, or the suspension or cancellation of, any government of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to Malaysia for the Company’s thin-film media venture in Malaysia, and such status is in full force and effect. Without limiting the generality of the foregoingSuch Subsidiary is, except as set forth and since January 1, 2004 has been, in Schedule 4.14(a), compliance in all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts material respects with the Medicare program requirements to maintain such status, and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions no condition or state of participation facts exists that could reasonably be expected to give rise to a loss of such programsstatus. Neither the Company nor any Company subsidiary of its Subsidiaries has received any written communication that alleges that, and there is in conflict with, or in default or violation of, (A) any law applicable to not grounds the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary its Subsidiaries is bound or affected or (B) any Company Permits, except not in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or compliance in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pendingmaterial respects with, or is subject to the knowledge of the Companyliability under, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Companystatus. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Each of CGI, Merger Sub and the Company subsidiaries have (i) each other CGI Subsidiary is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity Entity, including, without limitation, the FDA, the DEA and similar authorities in other jurisdictions, necessary for the Company or any Company subsidiary it to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsCGI PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company CGI Permits will could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company CGI Permits is pending or, to the knowledge of the CompanyCGI, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company CGI Permits will could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality None of the foregoingCGI, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation Merger Sub or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary other CGI Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company CGI, Merger Sub or any Company subsidiary other CGI Subsidiary or by which any property or asset of the Company CGI, Merger Sub or any Company subsidiary other CGI Subsidiary is bound or affected or (Bii) any Company CGI Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), ) for any such Company Permit where such suspension conflicts, defaults or cancellation will violations that could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect with respect to the CompanyEffect. (b) The Company and each Company subsidiary, Except as appropriate, is an approved participating provider disclosed in and under all third party payment programs from which it receives revenues. No action the CGI Reports or investigation is pending, or to the knowledge in Section 5.06(b) of the Company, threatened CGI Disclosure Schedule or as could not reasonably be expected to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a CGI Material Adverse Effect with respect to the Company.Effect: (ci) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of CGI, all of the Companyclinical studies which have been, there or are no being, conducted by or for CGI and the CGI Subsidiaries are being conducted in substantial compliance with generally accepted good clinical practices and all applicable government regulatory requirements; and (ii) to the knowledge of CGI, none of CGI, the CGI Subsidiaries or any of their respective officers, employees or agents (during the term of such person's employment by CGI or any CGI Subsidiary or while acting as an agent of CGI or any CGI Subsidiary, or, to CGI's knowledge, prior to such employment) has made any untrue statement of a material changes fact or fraudulent statement to the FDA or any similar Governmental Entity, failed to disclose a material fact required to be made disclosed to any cost reports, claims the FDA or filings made by it for any period or of any deficiency in any such claim, reportsimilar Governmental Entity, or filingcommitted an act, except made a statement or failed to make a statement that could reasonably be expected to provide a basis for changes the FDA or similar Governmental Entity to invoke its policy respecting "Fraud, Untrue Statements of Material Facts, Bribery, and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the CompanyIllegal Gratuities" or similar governmental policy or Law.

Permits; Compliance with Laws. (a) The Each of the Company and the Company subsidiaries have (i) its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, certifications, registrations, consents, certificates, identification and registration numbers, approvals and orders other permits of any Governmental Entity ("Permits") necessary for the Company or any Company subsidiary it to own, lease and operate its properties the Company Assets or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the and all such Company Permits will are in full force and effect, except as would not havereasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect with respect to the CompanyEffect. No suspension, and no suspension revocation or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the and no such suspension or cancellation ofwill result from the transactions contemplated by this Agreement, any of the Company Permits will except as would not havereasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect with respect to the Effect. (b) The Company. Without limiting the generality , and any of its Subsidiaries that directly or indirectly receive reimbursement or payments under Titles XVIII and XIX of the foregoing, except as set forth in Schedule 4.14(a), all of Social Security Act (the Company's facilities "Medicare and Medicaid programs") are certified for participation or enrollment in and reimbursement under the Medicare program and Medicaid programs. The Company, and any of its Subsidiaries that directly or indirectly receive reimbursement or payments under the Medicare and Medicaid programs, the CHAMPUS and TRICARE programs for states in which and such other similar federal, state or local reimbursement or governmental programs, (collectively, the Company has facilities"Government Programs"), have current provider numbers and valid provider contracts with agreements required under such Government Programs. The Company, and any of its Subsidiaries that directly or indirectly receive payments under any non-governmental program, including any private insurance program (collectively, the Medicare program "Private Programs"), have all provider agreements and provider numbers that are required under such Private Programs. (c) The Company has made available to Parent correct and complete copies of the Company Permits relating to the Government Programs and the Medicaid programs for states in which Private Programs (including the Company name of the issuing agency and the expiration date). All licenses, DEA registration certificates, provider numbers and provider agreements under all Government Programs and Private Programs have been provided to Parent. (d) None of the Company, any of its Subsidiaries or any of their respective directors, officers, managers, employees or agents, is, and during the past two years has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is not been, in conflict with, or in default or violation of, (Ai) any law Laws applicable to the Company or any Company subsidiary such Subsidiary or by which any property or asset of the Company or any Company subsidiary Assets is bound or affected or (Bii) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will as would not havereasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect Effect. No violation, default, Order or Legal Action exists with respect to the Companyaforementioned Company Permits, Medicare or Medicaid certifications, provider agreements or provider numbers (collectively, "Company Regulatory Authorizations"), except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company subsidiary of its Subsidiaries has received any pending and unresolved (or, if resolved, without material Liability to the Company or any of its Subsidiaries) written or oral notice from of any violation or of any investigation or inquiry into an alleged or suspected violation of any Law or of any of the regulatory authorities Company Regulatory Authorizations that enforce would reasonably be expected, individually or in the statutory aggregate, to materially impair the business, value or regulatory provisions operations of the Company and its Subsidiaries, taken as a whole. To the knowledge of the Company and its Subsidiaries, no event has occurred that, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation or order with respect to any such Company Regulatory Authorizations, or to revoke, withdraw or suspend any such Company Regulatory Authorizations, or to terminate the participation of the Company or any of its Subsidiaries in respect any Government Program or Private Program. (e) To the knowledge of either the Medicare Company, since January 1, 2001, none of the Company, any of its Subsidiaries or any officer, professional employee or contractor of the Company (during the term of such individual's employment by the Company or while acting as an agent of the Company) or its Subsidiaries or Affiliates has been convicted of any crime, or knowingly engaged in any conduct, for which debarment or similar punishment is mandated or permitted by any applicable Law. None of the Company, any of its Subsidiaries or any officer, director or managing employee of the Company or any of its Subsidiaries and no Person providing professional services in connection with the operations of the Company or any of its Subsidiaries has engaged in any activities that are prohibited, or cause for the imposition of penalties or mandatory or permissive exclusion, under 42 U.S.C. ss.ss. 1320a-7, 1230a-7a, 1320a-7b, 1395nn or 1396b, 31 U.S.C. ss.sx. 0029-3733, or the Medicaid program federal CHAMPUS/TRICARE statute (or other xxxxxal or state statutes related to false or fraudulent claims) or the regulations promulgated thereunder pursuant to such Laws or related Laws, or under any criminal Laws relating to health care services or payments, or that are prohibited by rules of any pending professional conduct. (f) Since January 1, 2001, the Company and each of its Subsidiaries have timely filed all reports and billings required to be filed prior to the date hereof with respect xx xxx Government Programs and Private Programs, all fiscal intermediaries and other insurance carriers and all such reports and billings are complete and accurate in all material respects and havx xxxx xrepared in compliance in all material respects with all applicable Laws, regulations, rules, manuals and guidance governing reimbursement and claims, except where the failure to file in a timely manner would not reasonably be expected, individually or threatened investigations in the aggregate, to materially impair the business, value or surveysoperations of the Company and its Subsidiaries, taken as a whole. The Company and no its Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments that have become due pursuant to such investigations or surveys are pending orreports and billings, to the knowledge of the Company, threatened have not claimed or imminentrecexxxx xxxmbursements from Government Programs or Private Programs in excess of amounts permitted by Law, and have no Liability under any Government Program or Private Program for any material refund, overpayment, discount or adjustment. Schedule 4.14(aThere are no pending appeals, adjustments, challenges, audits, inquiries, litigation or written notices of intent to audit with respect to such prior reports or billings, and during the last three years neither the Company nor axx xx xxs Subsidiaries has been audited, or otherwise examined by any Government Program or Private Program. (g) sets forthNeither the Company nor any of its Subsidiaries (i) is a party to any consent, as agreement or memorandum of understanding with any Governmental Entity, (ii) is subject to any Order or (iii) has adopted any board resolutions at the date request of this Agreementany Governmental Entity, all actionsin any case that restricts the conduct of its business or that in any manner relates to the management or operation of its business (collectively, proceedings, investigations or surveys pending or, to "Company Regulatory Agreements"). To the knowledge of the Company, threatened against neither the Company nor any of its Subsidiaries has been advised by any Governmental Entity that such Governmental Entity is considering issuing or requesting any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyRegulatory Agreement. (bh) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to To the knowledge of the Company, threatened to suspendneither the Company nor any of its Subsidiaries, limitnor any director, terminateofficer, conditionemployee, agent or revoke the status representative of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspendSubsidiaries has made, limitdirectly or indirectly, terminateany (i) bribe or kickback, revoke(ii) illegal political contribution, condition or fail to renew in whole or in part or decrease (iii) payment from corporate funds which was improperly recorded on the amounts payable under any arrangement with books and records of the Company or such Company subsidiary as a providerany of its Subsidiaries, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning (iv) unlawful payment from corporate funds to governmental officials for the purpose of influencing their actions or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to actions of the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from Governmental Entity which they receive represent or expect (v) unlawful payment from corporate funds to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually obtain or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to retain any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Companybusiness.

Permits; Compliance with Laws. (a) The Company Parent, Merger Sub and the Company subsidiaries have each other Parent Subsidiary is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare")program, any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- PermitsPARENT PERMITS"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Parent Permits will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the CompanyParent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Parent Permits will could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a)Section 5.06(a) of the Parent Disclosure Schedule, all of the CompanyParent's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiesprogram, have a current and valid provider contracts contract with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor None of Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary or by which any property or asset of the Company Parent, Merger Sub or any Company subsidiary other Parent Subsidiary is bound or affected or (Bii) any Company Parent Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), ) for any such Company Permit where such suspension conflicts, defaults or cancellation will violations that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.Parent

Permits; Compliance with Laws. (a) The Company As of the Closing Date, the number of the Group Companies and the Managed Hotels that do not possess the certificates or other proof evidencing their passing of the fire protection and safety inspection shall not exceed ten (10) and the Company subsidiaries shall have made available to Parent the certificates or other proof evidencing such passing of the inspection by the relevant Group Companies and the Managed Hotels. (ib) Each Group Company is in possession of all material franchises, grants, authorizations, licenses, establishment registrationspermits (including operating permits, product listingsspecial industry permits and public hygiene permits), easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders the absence of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to (the Company“Material Company Permits ”). As of the date hereof, and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure to have, be valid or the suspension or cancellation of, any of the Company Permits will in full force and effect would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect. Each Group Company is in compliance, in any material respect, with respect the terms of the Material Company Permits, except for such non-compliance as would not individually or in the aggregate, reasonably be expected to the Companyhave a Company Material Adverse Effect. Without limiting the generality of the foregoing, except all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies, taken as set forth a whole, and are required to be obtained or made in Schedule 4.14(arespect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilitiestheir respective local counterparts, have current and valid provider contracts been duly completed in accordance with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company PermitsPRC Laws, except in the case of clauses (A) and (B) for any such conflictsnon-compliance as does not, defaults or violations that will and would not havereasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect Effect. Each Group Company that is organized in the PRC has complied, in all material respects, with respect all applicable PRC Laws regarding the contribution and payment of its registered capital except for such non-compliance as has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, no Group Company is in default, breach or violation of any Law applicable to it (including without limitation, (i) any Laws applicable to its business, (ii) any Tax Laws, and (iii) any Laws related to the Companyprotection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. Neither the No Group Company nor any Company subsidiary has received any written notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program communication of any pending or threatened investigations or surveys, and no such investigations or surveys are pending material non-compliance with any applicable Laws that has not been cured. (d) No Group Company or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forthany Company Representative has violated any Anticorruption Laws, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending nor has any Group Company or, to the knowledge of the Company, threatened against any Company Representative has offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company subsidiary Representative knew or ought reasonably to have known (after due and proper inquiry) that could all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; or (D) inducing a Government Official to influence any act or decision of any Governmental Authority; or (ii) in a manner which would constitute commercial bribery, kickbacks or would otherwise violate any Anticorruption Law. (e) No Group Company has conducted or initiated any internal investigation or made a voluntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or, to the knowledge of the Company, any Company Representative has received any written notice, request or citation for any actual or potential noncompliance with any of the foregoing in this Section 3.06(e). (f) To the knowledge of the Company, no officer, director or employee of any Group Company is a Government Official. (g) To the actual knowledge of the Company, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company, except for any non-compliance as does not, and would not reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not haveto, individually or in the aggregate, a Company Material Adverse Effect with respect Effect. Neither the Company nor, to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the actual knowledge of the Company, threatened to suspendsuch holder has received any oral or written inquiries, limitnotifications, terminate, condition, or revoke the status of the Company orders or any Company subsidiary as a provider in other forms of official correspondence from SAFE or any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect local branches with respect to any actual or alleged non-compliance with the CompanySAFE Rules and Regulations. (ch) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claimsNo Group Company, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings andnor, to the knowledge of the Company, there are no material changes required to be made any Representative of any Group Company, (i) is currently subject to any cost reports, claims or filings made U.S. sanctions administered by it for any period or the Office of any deficiency in any such claim, reportForeign Assets Control of the U.S. Treasury Department, or filing(ii) has violated, except for changes and deficiencies that or operated not in the aggregate will not have a Material Adverse Effect with respect to the Companycompliance with, any applicable export restrictions, anti-boycott regulations or embargo regulations.

Permits; Compliance with Laws. (a) The Company Each of CGI, Merger Sub and the Company subsidiaries have (i) each other CGI Subsidiary is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity Entity, including, without limitation, the FDA, the DEA and similar authorities in other jurisdictions, necessary for the Company or any Company subsidiary it to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- CGI Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company CGI Permits will could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company CGI Permits is pending or, to the knowledge of the CompanyCGI, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company CGI Permits will could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality None of the foregoingCGI, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation Merger Sub or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary other CGI Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company CGI, Merger Sub or any Company subsidiary other CGI Subsidiary or by which any property or asset of the Company CGI, Merger Sub or any Company subsidiary other CGI Subsidiary is bound or affected or (Bii) any Company CGI Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), ) for any such Company Permit where such suspension conflicts, defaults or cancellation will violations that could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect with respect to the CompanyEffect. (b) The Company and each Company subsidiary, Except as appropriate, is an approved participating provider disclosed in and under all third party payment programs from which it receives revenues. No action the CGI Reports or investigation is pending, or to the knowledge in Section 5.06(b) of the Company, threatened CGI Disclosure Schedule or as could not reasonably be expected to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a CGI Material Adverse Effect with respect to the Company. Effect: (ci) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of CGI, all of the Companyclinical studies which have been, there or are no being, conducted by or for CGI and the CGI Subsidiaries are being conducted in substantial compliance with generally accepted good clinical practices and all applicable government regulatory requirements; and (ii) to the knowledge of CGI, none of CGI, the CGI Subsidiaries or any of their respective officers, employees or agents (during the term of such person's employment by CGI or any CGI Subsidiary or while acting as an agent of CGI or any CGI Subsidiary, or, to CGI's knowledge, prior to such employment) has made any untrue statement of a material changes fact or fraudulent statement to the FDA or any similar Governmental Entity, failed to disclose a material fact required to be made disclosed to any cost reports, claims the FDA or filings made by it for any period or of any deficiency in any such claim, reportsimilar Governmental Entity, or filingcommitted an act, except made a statement or failed to make a statement that could reasonably be expected to provide a basis for changes the FDA or similar Governmental Entity to invoke its policy respecting "Fraud, Untrue Statements of Material Facts, Bribery, and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the CompanyIllegal Gratuities" or similar governmental policy or Law.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries its Subsidiaries have all licenses (i) all franchises, grantsincluding Liquor Licenses), authorizations, licensespermits, establishment certificates, registrations, product listingsConsents, permitsFilings, easementsfranchises, variances, exceptionsexemptions, consentsorders and approvals from Governmental Entities required to carry on their business and to use their properties and assets, certificatesin each case, identification as conducted on the date of this Agreement (the “Company Permits”), except for such Company Permits the absence of which would not reasonably be expected to have a Company Material Adverse Effect. The Company and registration numbersits Subsidiaries are, approvals and orders have been since January 1, 2018, in compliance with the terms of the Company Permits, except where any Governmental Entity necessary for failure to be in such compliance does not have and would not reasonably be expected to have a Company Material Adverse Effect. Section 2.10(a) of the Company Disclosure Schedule sets forth a list as of the date hereof of all Liquor Licenses held or used by the Company or any of its Subsidiaries in connection with the operation of each restaurant operated by the Company subsidiary or any of its Subsidiaries, along with the name and street, city and state address of each such restaurant, the holder of record or other responsible person identified on the Liquor License, and the expiration date of each such Liquor License. All of the Company Permits are in full force and effect in accordance with their terms and, to ownthe Knowledge of the Company, lease and operate its properties there is no Proceeding pending or threatened in writing that would reasonably be expected to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities result in the manner in which it revocation, failure to renew or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare")suspension of, or placement of a restriction on, any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "such Company ------- Permits"), except where the failure to havebe in full force and effect in accordance with their terms, or the revocation, failure to renew, suspension or cancellation ------- of, any of the Company Permits will restriction would not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of have a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect. (b) The Other than those violations or allegations that, individually and in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect or as set forth in Section 2.10(b) of the Company Disclosure Schedule, (i) the Company and each Company subsidiaryits Subsidiaries are not in violation of, as appropriateand since January 1, is an approved participating provider in 2018, have not violated, any Laws and under all third party payment programs from which it receives revenues. No action or investigation is pending, or Orders applicable to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status any of the Company its Subsidiaries or any Company subsidiary as a provider in assets owned or used by any such program, of them and (ii) neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspendSubsidiaries has received any written communication since January 1, limit2018, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with from a Governmental Entity that alleges that the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or any of its Subsidiaries is not in the aggregate, a Material Adverse Effect compliance with respect to the Company. any Law (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments except for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing violations that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Companybeen resolved).

Permits; Compliance with Laws. (a) The Company and Except as disclosed in the Company subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification SEC Reports filed prior to the date of this Agreement and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not haveas, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to on Company, Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, Orders and approvals of all Governmental Entities that are necessary for the Companyoperation of their respective businesses as now being conducted (collectively, the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Company and its Subsidiaries are in compliance with the terms of Company Permits, except for instances of noncompliance where neither the costs to comply nor the failure to have, or the suspension or cancellation of, any of the Company Permits will not havecomply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company. Company and its Subsidiaries are in compliance with, and Company and its Subsidiaries have not received any notices of noncompliance with respect to the Company. Without limiting the generality of the foregoingto, any Laws, except as set forth in Schedule 4.14(a), all for instances of noncompliance where neither the Company's facilities are certified for participation or enrollment in costs to comply nor the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable failure to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havecomply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to the on Company. Neither Without limitation, during the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, five years prior to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge none of the Company, threatened against the any of its Subsidiaries or any director, officer, employee, agent or other Person associated with or acting on behalf of Company or any of its Subsidiaries has, directly or indirectly, (a) used any funds of Company subsidiary or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Company or any of its Subsidiaries; (c) violated any provision that could reasonably be expected to would result in a violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (id) established or maintained any unlawful fund of monies or other assets of Company or any of its Subsidiaries; (e) made any fraudulent entry on the loss books or revocation records of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs any of its Subsidiaries; or (iif) the suspension made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or cancellation other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for Company or any other of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Company Permitor any of its Subsidiaries, except, in the case of clauses (i) and (ii)each case, any such Company Permit where such suspension or cancellation will not haveacts, individually or in the aggregate, a Material Adverse Effect with respect would not reasonably be expected to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the on Company.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) its Subsidiaries are, and at all times since January 1, 2020 has been, in possession of all franchises, grants, authorizationsregistrations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification Consents and registration numbers, approvals and orders of any Governmental Entity certificates necessary for the Company or any Company subsidiary and its Subsidiaries to own, lease and operate its their properties or to produce, store, distribute and market its products or otherwise assets and to carry on its their business as it is now being conducted and as of the date of this Agreement (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"“Company Permits”), any applicable state Medicaid program -------- in each case, to the extent material to ("Medicaid"x) or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) Company and (ii) collectivelyits Subsidiaries, the "Company ------- Permits"), except where the failure to havetaken as a whole, or the (y) any Registered Adviser or Registered Broker-Dealer, and all such Company Permits are valid, in full force and effect and no suspension or cancellation ------- ofof any such Company Permit is pending or, any to the Knowledge of the Company Permits will not haveCompany, threatened, and no event has occurred or circumstances exists that would reasonably be expected (with or without due notice or lapse of time or both) to, individually or in the aggregate, constitute or result in a Material Adverse Effect with violation of, or a failure to comply in any material respect with, any requirements of any such Company Permit, or result in the (or give rise to any right of) revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, non-renewal, limitation or termination thereof, except, in each case, where the failure to be in possession of or be in full force and effect, or the violation, failure to comply, revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, non-renewal, limitation or termination of, any such Company Permits as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the CompanyCompany and its Subsidiaries, taken as a whole. All material Company Permits as of the date hereof are listed on Section 4.5(a) of the Company Disclosure Letter, including the type of Company Permit, the Company Permit number, the jurisdiction issuing such Company Permit and the expiration date of such Company Permit. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the business of the Company and its Subsidiaries as presently conducted, and no suspension none of the operations of the Company or cancellation its Subsidiaries is being conducted in a manner that violates, any of the terms or conditions under which any Company Permit was granted, except for such violations or failures to be sufficient or adequate that would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, order to show cause, complaint, or proceeding seeking to revoke, reconsider the grant of, cancel, suspend, or modify any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatenedthreatened before any Governmental Authority except as would not, or would not reasonably be expected to, be material and adverse to the Company and its Subsidiaries, taken as a whole. No written notices have been received by and no claims have been filed or, to the Knowledge of the Company, are pending against the Company or its Subsidiaries alleging a failure to hold any requisite Company Permit, except where the failure to haveas would not, or the suspension or cancellation ofwould not reasonably be expected to, any of be material and adverse to the Company Permits will not haveand its Subsidiaries, taken as a whole. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to the Company. Without limiting the generality Effect, (i) none of the foregoingCompany or any of its Subsidiaries is, except as set forth in Schedule 4.14(a)nor since January 1, all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company 2020 has facilitiesbeen, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) of any law Law applicable to the Company or any Company subsidiary or by which any property or asset of its Subsidiaries and (ii) since January 1, 2020, the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except and its Subsidiaries have otherwise conducted their respective businesses in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not haveaccordance with all applicable Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to the Company. Neither Effect, since January 1, 2020, none of the Company nor any Company subsidiary or its Subsidiaries has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending written or, to the knowledge Knowledge of the Company, threatened oral notice from any Governmental Authority of any violation (or imminent. Schedule 4.14(aany investigation with respect thereto) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of any such Law by the Company, threatened against its Subsidiaries or any Person affiliated or associated with, or subject to supervision by the Company or any of its Subsidiaries, and none of the Company subsidiary that could reasonably be expected or its Subsidiaries is in default with respect to result in (i) the loss any order, writ, judgment, award, injunction or revocation decree of a Company Permit necessary Governmental Authority, applicable to operate one any of its assets, properties or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not haveoperations. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, no investigation by any Governmental Authority regarding a violation of any applicable Law by the Company, any of its Subsidiaries or any Person affiliated or associated with, or subject to supervision by, the Company or its Subsidiaries is pending or, to the Knowledge of the Company, threatened. (c) The Company is in compliance in all material respects with respect (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “Sxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since January 1, 2020, neither the Company nor any of its Subsidiaries has made, arranged or modified personal loans to any executive officer or director of the Company. (bd) The Company and each Company subsidiary, Except as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, the businesses of each of the Company and each of its Subsidiaries are being, and since January 1, 2020 have been, conducted in compliance with the U.S. Foreign Corrupt Practices Act 1977 and any other applicable anti-bribery laws, rules or regulations in other jurisdictions (together, the “Anti-Bribery Laws”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 2020, the Company and its Subsidiaries have maintained accurate books and records and established sufficient internal controls and procedures reasonably designed to ensure compliance with the Anti-Bribery Laws. There are no internal investigations or, to the Knowledge of the Company, pending governmental or other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any action described in this Section 4.5(d). Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole, since January 1, 2020, neither the Company nor its Subsidiaries, nor any of their respective directors or officers or, to the Knowledge of the Company, employees, agents or individual independent contractors (in each case, when acting on behalf of the Company or a Subsidiary of the Company) has directly or indirectly offered, paid, promised, or authorized the payment, promising, or offering of any money, gift, or other thing of value, regardless of form, (i) corruptly, to any U.S. government official or foreign official (as such term is defined in applicable Anti-Bribery Laws), or to any person while knowing or having reason to know that such person had or would offer, pay, promise, or authorize the payment, promising or offering of any money, gift, or other thing of value to any U.S. government official or foreign official (as such term is defined in the Anti-Bribery Laws), or (ii) to any prospective or actual customer or employee or agent of any business counterparty to induce or reward the improper performance of the recipient’s function or the breach of a duty owed by the recipient to his or her employer or principal. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the operations of the Company and its Subsidiaries are, and since January 1, 2020 have been, conducted in compliance with applicable financial recordkeeping, reporting and internal control requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes, the rules and regulations thereunder and any related or similar rules or regulations, issued, administered or enforced by any Governmental Authority of a jurisdiction where the Company or its Subsidiaries operate (collectively, the “Money Laundering Laws”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no action, claim, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company. (c) Neither , threatened, nor, to the Knowledge of the Company, is any investigation by or before any Governmental Authority involving the Company nor or any Company subsidiary is delinquent of its Subsidiaries with respect to the filing Money Laundering Laws pending or threatened. (f) None of the Company, its Subsidiaries, or their respective directors or officers or, to the Knowledge of the Company, the employees or individual independent contractors (other than non-employee financial professionals) (in each case, when acting on behalf of the Company or a Subsidiary of the Company) is, or is owned or controlled by one or more Persons that are, (i) the subject of any claimssanctions administered or enforced by the U.S. Treasury Department’s Office of Foreign Assets Control, cost reports the U.S. State Department, the United Nations Security Council, the European Union, His Majesty’s Treasury, or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from other relevant sanctions authority (“Sanctions”), or (ii) located, organized, or resident in a country or region which they receive or expect to receive revenuesis the subject of Sanctions. (g) Except as would not, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, the businesses of each of the Company and its Subsidiaries are being, and since January 1, 2020 have been, conducted in compliance in all respects with all applicable Sanctions or export and import control Laws imposed by any Governmental Authority of a jurisdiction where the Company or its Subsidiaries operate (collectively, “Trade Control Laws”). To the Knowledge of the Company, as of the date hereof, no investigation, review, audit or inquiry by any Governmental Authority with respect to any such Trade Control Laws is pending or threatened. The Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company. , its Subsidiaries, and its respective managing directors or officers or, to the Knowledge of the Company, employees or individual independent contractors (other than non-employee financial professionals) (in each case, when acting on behalf of the Company or a Subsidiary of the Company) with Trade Control Laws applicable to such Persons, including with respect to compliance with applicable “know your customer” and anti-money laundering rules and regulations. (h) Except as indicated in its financial statements included would not, individually or in the SEC Filingsaggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) to the extent required by applicable Law, the Company or its Subsidiaries have valid and effective appointments from each Company subsidiaryInsurance Carrier for which it offers, produces or sells insurance products or services or otherwise acts as applicable, has paid, or caused an agent; and (ii) no grounds exist that would reasonably be expected to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency result in any such claimappointments being revoked, reportlimited, rescinded or filing, except for changes terminated. The names of all licensed natural persons who may exercise authority and deficiencies that in perform the aggregate will not have a Material Adverse Effect with respect duties under the licenses of the Company and its Subsidiaries has been provided to each Governmental Authority to the Companyextent required by applicable Law.

Permits; Compliance with Laws. (a) The Each of the Company and the Company subsidiaries have (i) its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for each of the Company or any Company subsidiary and its Subsidiaries to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where such Permits the failure to have, or the suspension or cancellation ------- of, any absence of the Company Permits will not havewhich would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to Effect, and, as of the Companydate of this Agreement, and no suspension or cancellation of any none of the Company Permits has been suspended or canceled nor is any such suspension or cancellation pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any . All of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as are set forth in Schedule 4.14(a), all Section 4.06 of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programsDisclosure Schedule. Neither the Company nor any Company subsidiary of its Subsidiaries is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company or any Company subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company subsidiary of its Subsidiaries is bound or affected or (Bii) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not havewhich would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Neither Section 4.06 of the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Disclosure Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary of its Subsidiaries that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit. Since its inception, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under Subsidiaries has received from any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The Merger will not result in the Company. (c) Neither the Company nor suspension or cancellation of any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the CompanyPermit.

Permits; Compliance with Laws. (ai) The Company and the Company subsidiaries its Subsidiaries have (i) in effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, "Permits") that are necessary for the Company or any Company subsidiary them to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on its business their businesses as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits")conducted, except where the failure to have, or the suspension or cancellation ------- of, have any of the Company such Permits will would not havereasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect. The execution and delivery of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance with the terms hereof, would not reasonably be expected to cause the revocation or cancellation of any Permit, the revocation or cancellation of which would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, each of the Company and its Subsidiaries is, and since January 1, 2004 has been, in compliance in all respects with all applicable Laws and Judgments. Neither the Company nor any of its Subsidiaries has received any written communication during the past three years from any person that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to liability under, any Permit, Law or Judgment or relating to the revocation or modification of any material Permit. Neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Entity is pending with respect to the Company, and no suspension Company or cancellation any of its Subsidiaries or any of the assets or operations of the Company Permits is pending or, or any of its Subsidiaries and to the knowledge of the Company, no such investigation or review has been threatened, except where . (ii) The Company's Malaysian Subsidiary Komag USA (Malaysia) Sdn has qualified for "Pioneer Status" from the failure to have, or the suspension or cancellation of, any government of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of Malaysia for the Company's facilities are certified for participation or enrollment thin-film media venture in the Medicare program Malaysia, and the Medicaid programs for states such status is in which the Company full force and effect. Such Subsidiary is, and since January 1, 2004 has facilitiesbeen, have current and valid provider contracts in compliance in all material respects with the Medicare program requirements to maintain such status, and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions no condition or state of participation facts exists that could reasonably be expected to give rise to a loss of such programsstatus. Neither the Company nor any Company subsidiary of its Subsidiaries has received any written communication that alleges that, and there is in conflict with, or in default or violation of, (A) any law applicable to not grounds the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary its Subsidiaries is bound or affected or (B) any Company Permits, except not in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or compliance in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pendingmaterial respects with, or is subject to the knowledge of the Companyliability under, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Companystatus. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company Except as set forth in Section 5.06 of the Parent Disclosure Schedule, Parent and the Company subsidiaries have (i) Parent Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company Parent or any Company subsidiary Parent Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Parent Permits")) except for Parent permits which could not reasonably be expected to have a Parent Material Adverse Effect, except where and, as of the failure to havedate of this Agreement, none of the Parent Permits has been suspended or the canceled nor is any such suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the CompanyParent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company Parent nor any Company subsidiary Parent Subsidiary is in conflict with, or in default or violation of, (Ai) any law Law applicable to the Company Parent or any Company subsidiary Parent Subsidiary or by which any material property or asset of the Company Parent or any Company subsidiary Parent Subsidiary is bound or affected or (Bii) any Company Parent Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will which could not have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to the CompanyEffect. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge Section 5.06 of the Company, threatened or imminent. Parent Disclosure Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the CompanyParent, threatened against the Company Parent or any Company subsidiary Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company material Parent Permit. Except as set forth in Section 5.06 of the Parent Disclosure Schedule, exceptsince August 13, in the case of clauses (i) and (ii)1999, neither Parent nor any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect Parent Subsidiary has received from any Governmental Entity any written notification with respect to the Companypossible conflicts, defaults or violations of Laws. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the Company.

Permits; Compliance with Laws. (a) The Company and the Company subsidiaries have (i) Parent External Adviser is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise Parent External Adviser to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("Medicare"“Parent External Adviser Permits”), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, and no suspension or cancellation of any of the Company Parent External Adviser Permits is pending or, to the knowledge Knowledge of the CompanyParent External Adviser, threatenedthreatened in writing, except where the failure to havebe in possession of, or the suspension or cancellation of, any of the Company Parent External Adviser Permits will would not havehave a Parent Material Adverse Effect. (b) The Parent External Adviser is not in default or violation of any (i) Law applicable to the Parent External Adviser or (ii) Parent External Adviser Permits, except for any such defaults or violations that would not have an Adviser Material Adverse Effect. The Parent External Adviser has not received any written or, to the Knowledge of Parent External Adviser, oral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, which non-compliance would, individually or in the aggregate, a reasonably be expected to result in an Adviser Material Adverse Effect Effect. (c) Since January 1, 2020, the Parent External Adviser has filed (after giving effect to any extensions) all Regulatory Documents that were required to be filed with respect any Governmental Authority, other than such failures to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations file that will not havewould not, individually or in the aggregate, a reasonably be expected to have an Adviser Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveysEffect. (d) The Parent External Adviser is, and no at all times required by the Investment Advisers Act, since January 1, 2020 has been, duly registered as an investment adviser under the Investment Advisers Act. The Parent External Adviser is, and at all times required by Applicable Law (other than the Investment Advisers Act) since January 1, 2020 has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business required such investigations registration, licensing or surveys are qualification, except where the failure to be so registered, licensed or qualified would not have an Adviser Material Adverse Effect. (e) The Parent External Adviser is not ineligible pursuant to Sections 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser to a registered investment company (or BDC), nor is there any Proceeding pending or, to the knowledge Knowledge of Parent External Adviser, threatened in writing by any Governmental Authority that would result in the ineligibility of the Company, threatened Parent External Adviser to serve as an investment adviser to a registered investment company (or imminent. Schedule 4.14(aBDC) sets forth, as pursuant to Sections 9(a) or 9(b) of the date Investment Company Act. Neither the Parent External Adviser nor any “person associated with” (as defined in the Investment Advisers Act) the Parent External Adviser is ineligible pursuant to Sections 203(e) or 203(f) of this Agreementthe Investment Advisers Act to serve as an investment adviser or as a “person associated with” an investment adviser, all actions, proceedings, investigations or surveys nor is there any Proceeding pending or, to the knowledge Knowledge of the CompanyParent External Adviser, threatened against in writing by any Governmental Authority that would result in the Company ineligibility of the Parent External Adviser or any Company subsidiary that could reasonably be expected such “person associated with” the Parent External Adviser to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider serve in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors capacities pursuant to such claims, reports Sections 203(e) or filings and, to the knowledge 203(f) of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Material Adverse Effect with respect to the CompanyInvestment Advisers Act.