ANY GOVERNMENTAL AUTHORITY, OR COMMITTED AN ACT, MADE
A STATEMENT, OR FAILED TO MAKE A STATEMENT THAT, AT THE TIME SUCH DISCLOSURE WAS
MADE, WOULD REASONABLY BE EXPECTED TO CONSTITUTE A VIOLATION OF ANY HEALTH CARE
LAW.
NO LOAN PARTY NOR ANY
65
PLEDGED SUBSIDIARY, NOR ANY OFFICER, AFFILIATE OR EMPLOYEE OF ANY LOAN PARTY,
NOR TO ANY LOAN PARTY'S KNOWLEDGE, ANY AGENT OF ANY LOAN PARTY OR ANY PLEDGED
SUBSIDIARY, HAS MADE ANY UNTRUE STATEMENT OF FACT REGARDING MATERIAL CLAIMS
INCURRED BUT NOT REPORTED.
(D)
BILLING.
EACH LOAN PARTY AND EACH PLEDGED
SUBSIDIARY HAS THE REQUISITE PROVIDER NUMBER OR OTHER PERMIT TO BILL THE
MEDICARE PROGRAM (TO THE EXTENT SUCH ENTITY PARTICIPATES IN THE MEDICARE
PROGRAM), THE RESPECTIVE MEDICAID PROGRAM IN THE STATE OR STATES IN WHICH SUCH
ENTITY OPERATES, AND ALL OTHER THIRD PARTY PAYOR PROGRAMS, INCLUDING BUT NOT
LIMITED TO CAPITATED CONTRACTS WITH MANAGED CARE ORGANIZATIONS, THAT EACH LOAN
PARTY AND EACH OF ITS SUBSIDIARIES CURRENTLY BILL.
THERE IS NO INVESTIGATION,
AUDIT, CLAIM REVIEW, OR OTHER ACTION PENDING, OR TO THE KNOWLEDGE OF ANY LOAN
PARTY OR PLEDGED SUBSIDIARY, THREATENED WHICH COULD RESULT IN A REVOCATION,
SUSPENSION, TERMINATION, PROBATION, RESTRICTION, LIMITATION, OR NON-RENEWAL OF
ANY THIRD PARTY PAYOR PROVIDER NUMBER OR RESULT IN ANY LOAN PARTY'S OR ANY
PLEDGED SUBSIDIARY'S EXCLUSION FROM ANY THIRD PARTY PAYOR PROGRAM.
NO LOAN
PARTY NOR ANY PLEDGED SUBSIDIARY HAS BILLED OR RECEIVED ANY PAYMENT OR
REIMBURSEMENT IN EXCESS OF AMOUNTS ALLOWED BY ANY HEALTH CARE LAW OR OTHER LAW,
EXCEPT OVERPAYMENTS RECEIVED AND REFUNDED IN THE ORDINARY COURSE OF BUSINESS.
(E)
PROCEEDINGS.
THERE ARE NO FACTS,
CIRCUMSTANCES OR CONDITIONS THAT WOULD REASONABLY BE EXPECTED TO FORM THE BASIS
FOR ANY MATERIAL INVESTIGATION, SUIT, CLAIM, AUDIT, ACTION (LEGAL OR REGULATORY)
OR PROCEEDING (LEGAL OR REGULATORY) BY A GOVERNMENTAL AUTHORITY AGAINST OR
AFFECTING ANY LOAN PARTY OR ANY PLEDGED SUBSIDIARY RELATING TO ANY OF THE HEALTH
CARE LAWS.
(F)
PROHIBITED TRANSACTIONS.
NEITHER THE
LOAN PARTIES NOR ANY PLEDGED SUBSIDIARY IS A PARTY TO ANY CONTRACT, LEASE
AGREEMENT OR OTHER ARRANGEMENT (INCLUDING ANY JOINT VENTURE OR CONSULTING
AGREEMENT) WITH ANY PHYSICIAN, HEALTH CARE FACILITY, HOSPITAL, NURSING FACILITY,
HOME HEALTH AGENCY OR OTHER PERSON WHO IS IN A POSITION TO MAKE OR INFLUENCE
REFERRALS TO OR OTHERWISE GENERATE BUSINESS TO PROVIDE SERVICES, LEASE SPACE,
LEASE EQUIPMENT OR ENGAGE IN ANY OTHER VENTURE OR ACTIVITY, OTHER THAN
AGREEMENTS WHICH ARE IN MATERIAL COMPLIANCE WITH ALL APPLICABLE HEALTH CARE LAWS
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A SIGNIFICANT ADVERSE
EFFECT.
NEITHER THE LOAN PARTIES NOR ANY PLEDGED SUBSIDIARY, DIRECTLY OR
INDIRECTLY:
(1) OFFERED, PAID OR RECEIVED ANY REMUNERATION, IN CASH OR IN KIND,
TO, OR MADE ANY FINANCIAL ARRANGEMENTS WITH, ANY PAST, PRESENT OR POTENTIAL
PATIENT, SUPPLIER, MEDICAL STAFF MEMBER, REFERRAL SOURCE, CONTRACTOR OR THIRD
PARTY PAYOR OF THE LOAN PARTIES AND/OR ANY PLEDGED SUBSIDIARY IN ORDER TO
ILLEGALLY OBTAIN OR REFER BUSINESS OR RECEIVE PAYMENTS FROM SUCH PERSON;
(2) GIVEN, RECEIVED OR AGREED TO GIVE OR RECEIVE ANY ILLEGAL GIFT OR