Common use of Compliance with Health Care Laws Clause in Contracts

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) or any other representation or warranty made herein, to the Borrower's knowledge, the healthcare facilities operated by the Borrower and its Subsidiaries, and each of its licensed employees in the exercise of their respective duties on behalf of such facilities, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the Borrower, there are no presently existing circumstances or violations of Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse Effect. The Borrower and its Subsidiaries and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except to the extent that the failure to obtain or possess such approvals or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) Sections 3.1 or 5.5 or any other representation or warranty made herein, to Credit Parties and each of the Borrower's knowledge, the healthcare facilities operated by the Borrower and its SubsidiariesCredit Parties and, and to Credit Parties’ knowledge, each of its Credit Parties’ licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of any Credit Party or any such facilities, is in compliance in all material respects with all applicable statutes, laws, ordinances, rules and regulations of any federal, state or local governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "“Federal Anti-Kickback Statute," ” and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark the “Xxxxx Statute") except to the extent that the failure to comply therewxxx xould not” (collectively, in the aggregate, reasonably be expected to have a Material Adverse Effect“Healthcare Laws”)). The Borrower and each of its Subsidiaries Each Credit Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare OrganizationsOrganizations or the Community Health Accreditation Program (as applicable), the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the Borrowersuch Credit Party, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Borrower and its Subsidiaries Each Credit Party and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries such Credit Party have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare and/or Medicaid, to obtain receive reimbursement under Medicare and Medicaid. To Credit Parties’ knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or possess other such approvals remedial measures with respect to federal and state Medicare and Medicaid certifications or authorizations could notlicensure other than required plans of correction with respect to survey deficiencies that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) or any other provision that is set forth herein (including, without limitation, any covenant, representation or warranty made hereinwarranty), to the Borrower's knowledge, the healthcare facilities operated by the Borrower and each of its Subsidiaries, and each of its licensed the Borrower’s and each Subsidiary’s employees and contractors in the exercise of their respective duties on behalf of the Borrower, any such facilitiesSubsidiary or any facilities where such licensed employees and contractors perform services on behalf of customers of the Borrower or any Subsidiary, is in compliance in all respects with all applicable statutes, laws, ordinances, rules and regulations of any federal, state or local governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Actcollectively, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs“Healthcare Laws”), commonly referred to as the "Federal Antiexcept where non-Kickback Statute," and the Social Security Actcompliance, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute") except to the extent that the failure to comply therewxxx xould not, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the BorrowerLoan Parties, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws which areLaws, except where such violations, either individually or in the aggregate, could not reasonably likely be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries and and, to the Loan Parties’ knowledge, the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities Governmental Authorities as are necessary under applicable law Healthcare Laws to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) ), except to the extent that where the failure to obtain or possess have such permits, licenses, franchises, certificates and other approvals or authorizations could notof Governmental Authorities, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. In addition, each such employee and contractor holds, without restriction, such permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authorities as are necessary under applicable Healthcare Laws to perform services on behalf of any customer of the Borrower or any Subsidiary in the exercise of such employees’ and contractors’ respective duties on behalf of the Borrower or any such Subsidiary, except where the failure to have such permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authorities, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Further, each such employee and contractor, if required by the applicable facility where such employee or contractor performs services on behalf of the Borrower or any Subsidiary, holds unrestricted medical staff privileges to perform professional services at such facility, except where such failure to maintain medical staff privileges could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries are enrolled in, xxxx to or receive any reimbursement from third party payors, including without limitation, Medicare, Medicaid, or any other federal, state, or other government or commercial health care program. Neither the Borrower, any Subsidiary, or any of their respective employees or independent contractors: (i) have been convicted of a criminal offense related to healthcare (unless such individual has been officially reinstated into the federal healthcare programs by the U.S. Department of Health and Human Services Office of Inspector General (“OIG”); (ii) are currently under sanction, exclusion or investigation (civil or criminal) by any federal or state enforcement, regulatory, administrative or licensing agency or is ineligible for federal or state program participation; or (iii) are currently listed on the General Services Administration List of Parties Excluded from the Federal Procurement and Non-Procurement Programs or the OIG List of Excluded Individuals/Entities.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) or any other representation or warranty made herein, to the Borrower's ’s knowledge, the healthcare facilities operated by the Borrower and its Subsidiaries, and each of its licensed employees in the exercise of their respective duties on behalf of such facilities, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "“Federal Anti-Kickback Statute," ” and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark “Xxxxx Statute"”) except to the extent that the failure to comply therewxxx xould therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the Borrower, there are no presently existing circumstances or violations of Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse Effect. The Borrower and its Subsidiaries and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except to the extent that the failure to obtain or possess such approvals or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c4.3(d) or any other representation or warranty made herein, to the Borrower's knowledge, the healthcare facilities health care facilities, providers, suppliers and other businesses owned or operated by the Borrower and its SubsidiariesSubsidiaries (collectively, the "Health Care Facilities"), and each of its their respective licensed employees and independent contractors in the exercise of their respective duties on behalf of such facilitiesHealth Care Facilities, is are in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare Health Care Laws (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Xxxxx Statute") except to the extent that the failure to comply therewxxx xould therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries has have maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare OrganizationsOrganizations (if applicable), the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy any Governmental Authority and the federal Medicare and state Medicare and Medicaid programs as required by the Healthcare Health Care Laws and, to the knowledge of the Borrower, there are no presently existing circumstances or violations of Healthcare Health Care Laws which are, in the aggregate, reasonably likely to result in a Material Adverse Effect. The Borrower and its Subsidiaries and the owners of the facilities and other businesses Health Care Facilities operated or managed by the Borrower or its Subsidiaries have such permits, licenses, franchises, certificates certificates, provider agreements and other approvals or authorizations (collectively "Governmental Approvals") of governmental or regulatory authorities Governmental Authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits Government Approvals as are required under such federalnecessary to xxxx the Medicare, state Medicaid and other health care lawsgovernmental programs, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except to the extent that the failure to obtain or possess such approvals Governmental Approvals or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no proceedings pending or, to the Borrower's knowledge, threatened by any Governmental Authority seeking to modify, revoke or suspend such Governmental Approvals. None of the Borrower or any Subsidiary has taken any action with respect to a Facility that would materially adversely affect such Government Approvals.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) 3.1 or any other representation or warranty made herein, to the Borrower's Borrowers’ knowledge, the healthcare facilities operated by the Borrower and its Subsidiarieseach Facility, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitieseach Facility, is in compliance in all material respects with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to Healthcare Laws. Borrowers have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the The Joint Commission on Accreditation of Healthcare OrganizationsCommission, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs Federal and/or State Healthcare Programs as required by the Healthcare Laws and, to the knowledge of the BorrowerBorrowers, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which areLaws. Borrowers and their Affiliates shall have, in the aggregate, reasonably likely to result in a Material Adverse Effect. The Borrower and its Subsidiaries and the owners effective as of the facilities Closing Date and other businesses managed by at all time thereafter (except as is consistent with the Borrower or its Subsidiaries have Closure Plan), such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care lawsHealthcare Laws, and under such HMO healthcare maintenance organization or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that participate in Federal and/or State Healthcare Programs, to receive reimbursement under Federal and/or State Healthcare Programs, the failure of which to obtain or possess such approvals or authorizations maintain could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. To Borrowers’ knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to Federal and/or State Healthcare Program certifications or licensure, except such of the foregoing that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Borrowers, and to Borrowers’ knowledge, no Person employed by any of them, is excluded from participation in any Federal and/or State Healthcare Program.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) subsection 4.17 or any other representation or warranty made herein, to the Borrower's Borrowers' knowledge, each of the healthcare facilities operated by the Borrower and its SubsidiariesFacilities, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitieseach of the Facilities, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Xxxxx Statute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to Healthcare Laws")). Borrowers have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, the Drug Enforcement Agency and Agency, the State Boards of Pharmacy and and, to the extent required by Healthcare Laws, the federal and state Medicare Medicare, Medicaid and Medicaid TRICARE programs as required by the Healthcare Laws and, to the knowledge of the BorrowerBorrowers, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Each Borrower and its Subsidiaries Affiliates and the owners of the facilities and other businesses managed by the any Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare, Medicaid and/or TRICARE to obtain receive reimbursement under Medicare, Medicaid and TRICARE. To Borrowers' knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or possess other such approvals remedial measures with respect to federal and state Medicare, Medicaid and TRICARE certifications or authorizations licensure that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) or any other provision that is set forth herein (including, without limitation, any covenant, representation or warranty made hereinwarranty), to the Borrower's knowledge, the healthcare facilities operated by the Borrower and each of its Subsidiaries, and each of its licensed the Borrower’s and each Subsidiary’s employees and contractors in the exercise of their respective duties on behalf of the Borrower, any such facilitiesSubsidiary or any facilities where such licensed employees and contractors perform services on behalf of customers of the Borrower or any Subsidiary, is in compliance in all respects with all applicable statutes, laws, ordinances, rules and regulations of any federal, state or local governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Actcollectively, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs“Healthcare Laws”), commonly referred to as the "Federal Antiexcept where non-Kickback Statute," and the Social Security Actcompliance, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute") except to the extent that the failure to comply therewxxx xould not, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the BorrowerLoan Parties, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws which areLaws, except where such violations, either individually or in the aggregate, could not reasonably likely be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries and and, to the Loan Parties’ knowledge, the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities Governmental Authorities as are necessary under applicable law Healthcare Laws to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) ), except to the extent that where the failure to obtain or possess have such permits, licenses, franchises, certificates and other approvals or authorizations could notof Governmental Authorities, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. In addition, each such employee and contractor holds, without restriction, such permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authorities as are necessary under applicable Healthcare Laws to perform services on behalf of any customer of the Borrower or any Subsidiary in the exercise of such employees’ and contractors’ respective duties on behalf of the Borrower or any such Subsidiary, except where the failure to have such permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authorities, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Further, each such employee and contractor, if required by the applicable facility where such employee or contractor performs services on behalf of the Borrower or any Subsidiary, holds unrestricted medical staff privileges to perform professional services at such facility, except where such failure to maintain medical staff privileges could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries are enrolled in, bxxx to or receive any reimbursement from third party payors, including without limitation, Medicare, Medicaid, or any other federal, state, or other government or commercial health care program. Neither the Borrower, any Subsidiary, or any of their respective employees or independent contractors: (i) have been convicted of a criminal offense related to healthcare (unless such individual has been officially reinstated into the federal healthcare programs by the U.S. Department of Health and Human Services Office of Inspector General (“OIG”)); (ii) are currently under sanction, exclusion or investigation (civil or criminal) by any federal or state enforcement, regulatory, administrative or licensing agency or is ineligible for federal or state program participation; or (iii) are currently listed on the General Services Administration List of Parties Excluded from the Federal Procurement and Non-Procurement Programs or the OIG List of Excluded Individuals/Entities.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) subsection 4.17 or any other representation or warranty made herein, to the Borrower's Borrowers' knowledge, each of the healthcare facilities operated by the Borrower and its SubsidiariesFacilities, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitieseach of the Facilities, is in compliance in all material respects with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare Governmental Authority (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Xxxxx Statute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to Healthcare Laws")). Borrowers have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained maintained, to the extent applicable, by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, the Drug Enforcement Agency and Agency, the State Boards of Pharmacy and and, to the extent required by Healthcare Laws, the federal and state Medicare Medicare, Medicaid and Medicaid TRICARE programs as required by the Healthcare Laws and, to the knowledge of the BorrowerBorrowers, there are no presently existing circumstances which would result or violations of Healthcare Laws which are, in the aggregate, could reasonably likely be expected to result in a Material Adverse Effectmaterial violations of the Healthcare Laws. The Each Borrower and and, to its Subsidiaries knowledge, its Affiliates and the owners of the facilities and other businesses managed by the any Borrower or its Subsidiaries Affiliates, have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare, Medicaid and/or TRICARE to obtain receive reimbursement under Medicare, Medicaid and TRICARE. There currently exist no restrictions, deficiencies, required plans of corrective actions or possess other such approvals remedial measures with respect to federal and state Medicare, Medicaid and TRICARE certifications or authorizations licensure that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) 4.13 or any other representation or warranty made herein, to the Borrower's knowledge, the healthcare facilities operated by the Borrower and its Subsidiaries, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitiesBorrower, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Sxxxx Statute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to have a Material Adverse EffectHealthcare Laws")). The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the Borrower, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Borrower and its Subsidiaries Affiliates and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare and/or Medicaid, to obtain receive reimbursement under Medicare and Medicaid. To Borrower's knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or possess other such approvals remedial measures with respect to federal and state Medicare and Medicaid certifications or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effectlicensure.

Compliance with Health Care Laws. Without Except as disclosed in the SEC Reports, without limiting the generality of Section 4.3(c) 5.11 or any other representation or warranty made herein, to the BorrowerCompany's knowledge, the healthcare facilities operated by the Borrower and its SubsidiariesFacility, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitiesthe Facility, is and the Company's products and services, are in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect Governmental Authority pertaining to regulatory matters primarily relating to patient healthcare or in any way governing the Company, the Facilities and the Company's products and services (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, Healthcare Laws")). Xxxept as disclosed in the aggregateSEC Reports, reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries the Company has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the BorrowerCompany, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, Laws. Except as disclosed in the aggregateSEC Reports, reasonably likely to result in a Material Adverse Effect. The Borrower the Company and its Subsidiaries Affiliates and the owners of the facilities and other businesses managed by the Borrower Company or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business and sell their respective products and services (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid. Except as disclosed in the SEC Reports, to the extent that the failure Company's knowledge, there currently exist no material restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to obtain federal and state certifications or possess such approvals or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effectlicensure.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) subsection 4.17 or any other representation or warranty made herein, to the Borrower's Borrowers' knowledge, each of the healthcare facilities operated by the Borrower and its SubsidiariesFacilities, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitieseach of the Facilities, is in compliance in all material respects with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare Governmental Authority (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Sxxxx Statute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to Healthcare Laws")). Borrowers have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, the Drug Enforcement Agency and Agency, the State Boards of Pharmacy and and, to the extent required by Healthcare Laws, the federal and state Medicare Medicare, Medicaid and Medicaid TRICARE programs as required by the Healthcare Laws and, to the knowledge of the BorrowerBorrowers, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Each Borrower and its Subsidiaries Affiliates and the owners of the facilities and other businesses managed by the any Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare, Medicaid and/or TRICARE to obtain receive reimbursement under Medicare, Medicaid and TRICARE. There currently exist no restrictions, deficiencies, required plans of corrective actions or possess other such approvals remedial measures with respect to federal and state Medicare, Medicaid and TRICARE certifications or authorizations licensure that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) 4.13 or any other representation or warranty made herein, to the Borrower's ’s knowledge, the healthcare facilities operated by the Borrower and its Subsidiaries, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitiesBorrower, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "“Federal Anti-Kickback Statute," ” and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark “Xxxxx Statute") except to the extent that the failure to comply therewxxx xould not” (collectively, in the aggregate, reasonably be expected to have a Material Adverse Effect“Healthcare Laws”)). The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the Borrower, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Borrower and its Subsidiaries Affiliates and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare and/or Medicaid, to obtain receive reimbursement under Medicare and Medicaid. To Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or possess other such approvals remedial measures with respect to federal and state Medicare and Medicaid certifications or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effectlicensure.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) 4.13 or any other representation or warranty made herein, to the Borrower's knowledge, the healthcare facilities operated by the Borrower and its Subsidiaries, and each of its licensed employees in the exercise of their respective duties on behalf of such facilities, is in compliance with all applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark StatuteStaxx Xxatute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to have a Material Adverse EffectHealthcare Laws")). The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the Borrower, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Borrower and its Subsidiaries Affiliates and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except ), and with respect to the extent those facilities and other businesses that the failure participate in Medicare and/or Medicaid, to obtain receive reimbursement under Medicare and Medicaid. To Borrower's knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or possess other such approvals remedial measures with respect to federal and state Medicare and Medicaid certifications or authorizations could not, in the aggregate, reasonably be expected to have a Material Adverse Effectlicensure.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) 4.13 or ---------------------------------- any other representation or warranty made herein, no Facility and, to the Borrower's Borrowers' best knowledge, the healthcare facilities operated by the no licensed employee or licensed contractor of any Borrower and its Subsidiaries, and each of its licensed employees in the exercise of their his or her respective duties on behalf of such facilitiesany Facility, is in compliance with all has received written notice from any governmental authority regarding any currently existing violation of any, applicable statutes, laws, ordinances, rules and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Social Security Act, as amended, Section 1877, 42 U.S.C U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as "Stark Statute" (collectively, ") Healthcare Xxxs")), except to the extent that the failure to comply therewxxx xould not, in the aggregate, as disclosed on Schedule 4.27 or as could not ------------- reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained Borrowers maintain in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and and, to the extent such Borrowers participate in Medicare, Medicaid and/or TRICARE, the federal and state Medicare Medicare, Medicaid and Medicaid TRICARE programs as required by the Healthcare Laws and, and to the knowledge of the BorrowerBorrowers, there Borrowers are no presently existing circumstances or violations not in violation of any Healthcare Laws which are, in the aggregate, violation could reasonably likely be expected to result in have a Material Adverse Effect. The Borrower and its Subsidiaries and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries Borrowers have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required businesses, and with respect to those Facilities that participate in Medicare, Medicaid and/or TRICARE, to receive reimbursement under such federalprograms, state other than such permits, licenses, franchises, certificates, approvals and other health care lawsauthorizations the lack of which, and under such HMO individually or similar licensure laws and such insurance laws and regulations, as are applicable thereto) except to the extent that the failure to obtain or possess such approvals or authorizations could not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. To Borrowers' best knowledge, there are no existing sanctions in the form of either a program termination, temporary management, denial of payment for new admissions, state monitoring or facility closure imposed by the Center of Medicare and Medicaid Services ("CMS") or the applicable state survey agency on any Facility, except as disclosed on Schedule 4.27 that could reasonably be expected to have a Material Adverse Effect. -------------

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) Sections 3.1 or 5.5 or any other representation or warranty made herein, to Credit Parties and each of the Borrower's knowledge, the healthcare facilities operated by the Borrower Credit Parties and, to Borrowers’ and its SubsidiariesGuarantors’ knowledge, and each of its Credit Parties’ licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of any Credit Party or any such facilities, is are in compliance with all applicable statutes, laws, ordinances, rules and regulations of any federal, state or local governmental authority with respect to regulatory matters primarily relating to patient healthcare (including without limitation Title XVIII of the Social Security Act, as amended, governing Medicare and regulations pertaining thereto; all federal laws and regulations affecting the medical assistance program established by Titles V, XIX, XX, and XXI of the Social Security Act, and all state laws, regulations and plans for medical assistance enacted in connection with the federal laws and regulations; Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs)) and regulations pertaining thereto, commonly referred to as the "“Federal Anti-Kickback Statute," and ;” Section 1877 of the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn 40 X.X.X Xxxxxxx 0000xx (Prohibition Against Certain Referrals)Ethics in Patient Referrals Act) and regulations pertaining thereto, commonly referred to as "Stark the “Sxxxx Statute") ;” 31 U.S.C. §3729 et seq. commonly known as the “False Claims Act” and regulations pertaining thereto; federal laws and regulations regarding the submission of false claims, false billing, false coding, and similar state laws and regulations; federal and state laws and regulations applicable to reimbursement and reassignment; federal and state licensing laws and regulations; laws and regulations administered by the federal Food and Drug Administration; laws and regulations administered by the federal Drug Enforcement Administration and analogous state agencies; and state certificate of need laws (collectively, “Healthcare Laws”)), except to the extent that where the failure to so comply therewxxx xould not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries Each Credit Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the federal and state Medicare and Medicaid programs as required by the Healthcare Laws and, to the knowledge of the BorrowerBorrowers and Guarantors, there are no presently existing circumstances or violations of Healthcare Laws which are, in the aggregate, could reasonably likely be expected to result in violations of the Healthcare Laws that could reasonably be expected to have a Material Adverse Effect. The Borrower Each Credit Party and each of its Affiliates is acting in compliance with the Corporate Integrity Agreement and its Subsidiaries corporate compliance plan in all material respects. Each Credit Party and the owners of the facilities and other businesses managed by the Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their respective properties and to conduct their respective business (including without limitation such permits as are required under such federal, state and other health care laws, and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto) ), and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except to the extent that where the failure to obtain have such licenses, permits, franchises, certificates or possess such other government approvals or authorizations could notnot reasonably be expected to have a Material Adverse Effect. Except as listed in Disclosure Schedule 3.24, to Borrowers’ and Guarantors’ knowledge, no restrictions, deficiencies, required plans of correction actions or other such remedial measures exist with respect to federal and state Medicare and Medicaid certifications or licensure that individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect.

Compliance with Health Care Laws. Without limiting the generality of Section 4.3(c) 8.15 or any other representation or warranty made herein, to the Borrower's Borrowers' knowledge, each of the healthcare facilities operated by the Borrower and its SubsidiariesFacilities, and each of its licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of such facilitieseach of the Facilities, is in compliance with all applicable statutes, laws, ordinances, rules rules, and regulations of any governmental authority with respect to regulatory matters primarily relating to patient healthcare Governmental Authority (including without limitation Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the "Federal Anti-Kickback Statute," and the Section 1877 of the Social Security Act, as amended, Section 1877, 42 U.S.C Section 1395nn Act (Prohibition Against Certain Referrals), commonly referred to as "Stark Xxxxx Statute" (collectively, ") except to the extent that the failure to comply therewxxx xould not, in the aggregate, reasonably be expected to Healthcare Laws")). Borrowers have a Material Adverse Effect. The Borrower and each of its Subsidiaries has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, the Drug Enforcement Agency and Agency, the State Boards of Pharmacy and Pharmacy, and, to the extent required by the Healthcare Laws, the federal and state Medicare Medicare, Medicaid, and Medicaid programs as required by the Healthcare Laws TRICARE programs, and, to the knowledge of the BorrowerBorrowers, there are no presently existing circumstances which would result or likely would result in material violations of the Healthcare Laws which are, in the aggregate, reasonably likely to result in a Material Adverse EffectLaws. The Each Borrower and its Subsidiaries Affiliates and the owners of the facilities Facilities and other businesses managed by the any Borrower or its Subsidiaries Affiliates have such permits, licenses, franchises, certificates and other approvals or authorizations Authorizations of governmental or regulatory authorities all Governmental Authorities as are necessary under applicable law Law to own their respective properties and to conduct their respective business (including without limitation such permits Authorizations as are required under such federal, state and other health care lawsLaws, and under such HMO or similar licensure laws Laws and such insurance laws Laws and regulations, as are regulations applicable thereto) except ), and with respect to the extent those Facilities and other businesses that the failure participate in Medicare, Medicaid, and/or TRICARE to obtain receive reimbursement under Medicare, Medicaid, and TRICARE. To Borrowers' knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions, or possess other such approvals remedial measures with respect to federal and state Medicare, Medicaid, and TRICARE certifications or authorizations licensure that could not, in the aggregate, reasonably be expected to have result in a Material Adverse EffectEvent.