THE CREDIT CARD AGREEMENTS CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATIONS
OF THE BORROWER THAT IS PARTY THERETO AND TO THE BEST OF EACH BORROWER'S AND
GUARANTOR'S KNOWLEDGE, THE OTHER PARTIES THERETO, ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS AND IS IN FULL FORCE AND EFFECT.
NO DEFAULT OR EVENT OF
DEFAULT, OR ACT, CONDITION OR EVENT WHICH AFTER NOTICE OR PASSAGE OF TIME OR
BOTH, WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT UNDER ANY OF THE CREDIT
CARD AGREEMENTS EXISTS OR HAS OCCURRED.
EACH BORROWER AND THE OTHER PARTIES
THERETO HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OF THE TERMS AND
CONDITIONS OF THE CREDIT CARD AGREEMENTS TO THE EXTENT NECESSARY FOR SUCH
BORROWER TO BE ENTITLED TO RECEIVE ALL PAYMENTS THEREUNDER.
BORROWERS HAVE
DELIVERED, OR CAUSED TO BE DELIVERED TO ADMINISTRATIVE AGENT, TRUE, CORRECT AND
COMPLETE COPIES OF ALL OF THE CREDIT CARD AGREEMENTS IN EFFECT AS OF THE
EFFECTIVE DATE.
8.17
HIPAA COMPLIANCE.
(A)
TO THE EXTENT THAT AND FOR SO LONG AS ANY BORROWER OR GUARANTOR IS A
"COVERED ENTITY" WITHIN THE MEANING OF HIPAA, SUCH BORROWER OR GUARANTOR (I) HAS
UNDERTAKEN OR WILL PROMPTLY UNDERTAKE ALL APPROPRIATE SURVEYS, AUDITS,
INVENTORIES, REVIEWS, ANALYSES AND/OR ASSESSMENTS (INCLUDING ANY NECESSARY RISK
ASSESSMENTS) OF ALL AREAS OF ITS BUSINESS AND OPERATIONS REQUIRED BY HIPAA;
(II)
HAS DEVELOPED, AND TO THE EXTENT BECOMING A "COVERED ENTITY" AFTER THE
EFFECTIVE DATE, WILL PROMPTLY DEVELOP WITHIN THE TIME PERIOD REQUIRED UNDER THE
APPLICABLE STATUTES AND REGULATIONS, AN APPROPRIATE PLAN AND TIME LINE FOR
BECOMING HIPAA COMPLIANT (A "HIPAA COMPLIANCE PLAN"); AND (III) HAS IMPLEMENTED,
AND TO THE EXTENT BECOMING A "COVERED ENTITY" AFTER THE EFFECTIVE DATE, WILL
PROMPTLY IMPLEMENT WITHIN THE TIME PERIOD REQUIRED UNDER THE APPLICABLE STATUTES
AND REGULATIONS,
THOSE PROVISIONS OF SUCH HIPAA COMPLIANCE PLAN IN ALL MATERIAL
RESPECTS NECESSARY TO ENSURE THAT SUCH BORROWER OR GUARANTOR
IS OR BECOMES
HIPAA COMPLIANT.
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(B)
FOR PURPOSES HEREOF, "HIPAA COMPLIANT' SHALL MEAN THAT A
BORROWER OR
GUARANTOR (I) IS OR WILL BE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH EACH OF
THE APPLICABLE REQUIREMENTS OF THE SO-CALLED "ADMINISTRATIVE SIMPLIFICATION"
PROVISIONS OF HIPAA ON AND AS OF EACH DATE THAT ANY PART THEREOF, OR ANY FINAL
RULE OR REGULATION THEREUNDER, BECOMES EFFECTIVE IN ACCORDANCE WITH ITS OR THEIR
TERMS, AS THE CASE MAY BE (EACH SUCH DATE, A "HIPAA COMPLIANCE DATE") AND (II)
IS NOT AND COULD NOT REASONABLY BE EXPECTED TO BECOME, AS OF ANY DATE FOLLOWING
ANY SUCH HIPAA COMPLIANCE DATE, THE SUBJECT OF ANY CIVIL OR CRIMINAL PENALTY,
PROCESS, CLAIM, ACTION OR PROCEEDING, OR ANY ADMINISTRATIVE OR OTHER REGULATORY
REVIEW, SURVEY, PROCESS OR PROCEEDING (OTHER THAN ROUTINE SURVEYS OR REVIEWS
CONDUCTED BY ANY GOVERNMENT HEALTH PLAN OR OTHER ACCREDITATION ENTITY) THAT
COULD RESULT IN ANY OF THE FOREGOING OR THAT HAS OR COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
SCHEDULE 8.17 HERETO SETS FORTH A COMPLETE LIST OF ALL "BUSINESS
ASSOCIATE AGREEMENTS" (AS SUCH TERM IS DEFINED IN HIPAA) THAT ANY