BORROWER OR
GUARANTOR HAS ENTERED INTO WITH ANY PERSON AS OF THE EFFECTIVE DATE.
8.18
COMPLIANCE WITH HEALTH CARE LAWS.
WITHOUT LIMITING THE
GENERALITY OF SECTIONS 8.7 OR 8.17, OR ANY OTHER REPRESENTATION OR WARRANTY MADE
HEREIN OR IN ANY OF THE OTHER FINANCING AGREEMENTS:
(A)
EACH BORROWER AND GUARANTOR IS IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE HEALTH CARE LAWS, INCLUDING ALL MEDICARE AND MEDICAID
PROGRAM RULES AND REGULATIONS APPLICABLE TO THEM.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, NO BORROWER OR GUARANTOR HAS RECEIVED WRITTEN
NOTICE BY A GOVERNMENTAL AUTHORITY OF ANY VIOLATION OF ANY PROVISIONS OF THE
MEDICARE AND MEDICAID ANTI-FRAUD AND ABUSE OR ANTI-KICKBACK AMENDMENTS OF THE
SOCIAL SECURITY ACT (PRESENTLY CODIFIED IN SECTION 1128(B)(B) OF THE SOCIAL
SECURITY ACT) OR THE MEDICARE AND MEDICAID PATIENT AND PROGRAM PROTECTION ACT OF
1987.
(B)
EACH BORROWER AND GUARANTOR 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 HEALTH CARE LAWS EACH BORROWER AND
GUARANTOR AND HAS ALL NECESSARY PERMITS, LICENSES, FRANCHISES, CERTIFICATES AND
OTHER APPROVALS OR AUTHORIZATIONS OF GOVERNMENTAL AUTHORITY AS ARE REQUIRED
UNDER APPLICABLE HEALTH CARE LAWS.
(C)
EACH BORROWER AND GUARANTOR WHO IS A CERTIFIED MEDICARE PROVIDER OR
CERTIFIED MEDICAID PROVIDER HAS IN A TIMELY MANNER FILED ALL REQUISITE COST
REPORTS, CLAIMS AND OTHER REPORTS REQUIRED TO BE FILED IN CONNECTION WITH ALL
MEDICARE AND MEDICAID PROGRAMS DUE ON OR BEFORE THE EFFECTIVE DATE, ALL OF WHICH
ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS. THERE ARE NO KNOWN CLAIMS,
ACTIONS OR APPEALS PENDING BEFORE ANY THIRD PARTY PAYOR OR GOVERNMENTAL
AUTHORITY, INCLUDING WITHOUT LIMITATION, ANY FISCAL INTERMEDIARY, THE PROVIDER
REIMBURSEMENT REVIEW BOARD OR THE ADMINISTRATOR OF THE CENTERS FOR MEDICARE AND
MEDICAID SERVICES, WITH RESPECT TO ANY MEDICARE OR MEDICAID COST REPORTS OR
CLAIMS FILED BY ANY BORROWER OR GUARANTOR ON OR BEFORE THE EFFECTIVE DATE. TO
THE BEST OF EACH BORROWER'S AND EACH GUARANTOR'S KNOWLEDGE, THERE CURRENTLY
EXIST NO RESTRICTIONS, DEFICIENCIES, REQUIRED PLANS OF CORRECTION ACTIONS OR
OTHER SUCH REMEDIAL MEASURES WITH RESPECT TO FEDERAL AND STATE MEDICARE AND
MEDICAID CERTIFICATIONS OR LICENSURE.
119
(D)
SCHEDULE 8.18 HERETO SETS FORTH AN ACCURATE, COMPLETE AND CURRENT LIST OF
ALL PARTICIPATION AGREEMENTS OF ANY BORROWER OR GUARANTOR WITH HEALTH
MAINTENANCE ORGANIZATIONS, INSURANCE PROGRAMS, PREFERRED PROVIDER ORGANIZATIONS
AND OTHER THIRD PARTY PAYORS AND ALL SUCH AGREEMENTS ARE IN FULL FORCE AND
EFFECT AND NO MATERIAL DEFAULT EXISTS THEREUNDER.
8.19
INTERRELATED BUSINESSES.
BORROWERS AND GUARANTORS MAKE UP A
RELATED ORGANIZATION OF VARIOUS ENTITIES CONSTITUTING AN OVERALL ECONOMIC AND
BUSINESS ENTERPRISE SUCH THAT ANY BENEFIT FROM THE LOANS OR OTHER FINANCIAL
ACCOMMODATIONS HEREUNDER RECEIVED BY ANY ONE OF THEM BENEFITS THE OTHERS.
BORROWERS AND GUARANTORS RENDER SERVICES TO OR FOR THE BENEFIT OF THE OTHER
BORROWERS AND/OR GUARANTORS PURCHASE OR SELL AND SUPPLY GOODS TO OR FROM