GRATUITOUS
PAYMENT OF ANY KIND, NATURE OR DESCRIPTION (WHETHER IN MONEY, PROPERTY OR
SERVICES) TO ANY PAST, PRESENT OR POTENTIAL PATIENT, SUPPLIER, CONTRACTOR, THIRD
PARTY PAYOR OR ANY OTHER PERSON; (3) MADE OR AGREED TO MAKE ANY CONTRIBUTION,
PAYMENT OR GIFT OF FUNDS OR PROPERTY TO, OR FOR THE PRIVATE USE OF, ANY
GOVERNMENTAL OFFICIAL, EMPLOYEE OR AGENT WHERE EITHER THE CONTRIBUTION, PAYMENT
OR GIFT OR THE PURPOSE OF SUCH CONTRIBUTION, PAYMENT OR GIFT IS OR WAS ILLEGAL
UNDER THE LAWS OF ANY GOVERNMENT ENTITY HAVING JURISDICTION OVER SUCH PAYMENT,
CONTRIBUTION OR GIFT; (4) ESTABLISHED OR MAINTAINED ANY UNRECORDED FUND OR ASSET
FOR ANY PURPOSE OR MADE ANY MISLEADING, FALSE OR ARTIFICIAL ENTRIES ON ANY OF
ITS BOOKS OR RECORDS FOR ANY REASON; OR (5) MADE, OR AGREED TO MAKE ANY PAYMENT
TO ANY PERSON WITH THE INTENTION OR UNDERSTANDING THAT ANY PART OF SUCH PAYMENT
WOULD BE USED OR WAS GIVEN FOR ANY PURPOSE OTHER THAN THAT DESCRIBED IN THE
DOCUMENTS SUPPORTING SUCH PAYMENT, EXCEPT IN ALL CASES AS COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A SIGNIFICANT ADVERSE EFFECT.
66
(G)
MEDICARE/MEDICAID.
TO THE ACTUAL KNOWLEDGE OF BORROWER, THERE ARE
NO MEDICARE OR MEDICAID TERMINATION PROCEEDINGS UNDERWAY WITH RESPECT TO ANY OF
THE LOAN PARTIES, EACH APPLICABLE ENTITY MEETS THE MEDICARE CONDITIONS OF
PARTICIPATION AND NO EMPLOYEE OR INDEPENDENT CONTRACTOR TO ANY OF THE LOAN
PARTIES HAS BEEN EXCLUDED FROM PARTICIPATING IN MEDICARE OR MEDICAID OR ANY
SIMILAR FEDERAL PROGRAMS.
(H)
COMPLIANCE.
EACH LOAN PARTY POSSESSES AND IMPLEMENTS ALL
REQUISITE POLICIES AND PROCEDURES TO ENSURE THAT ALL ASPECTS OF LOAN PARTIES'
OPERATIONS, THEIR EMPLOYEES, AND ALL HEALTHCARE PROVIDERS UNDER CONTRACT WITH
ANY LOAN PARTY, COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE HEALTH CARE
LAWS.
SECTION 5.21
LABOR MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 5.21, THERE
ARE NO COLLECTIVE BARGAINING AGREEMENTS OR MULTIEMPLOYER PLANS COVERING THE
EMPLOYEES OF BORROWER, ANY OTHER LOAN PARTY OR ANY PLEDGED SUBSIDIARY AS OF THE
CLOSING DATE AND NEITHER BORROWER, ANY OTHER LOAN PARTY NOR ANY PLEDGED
SUBSIDIARY HAS SUFFERED ANY STRIKES, WALKOUTS, WORK STOPPAGES OR OTHER MATERIAL
LABOR DIFFICULTY WITHIN THE LAST FIVE YEARS.
SECTION 5.22
COLLATERAL DOCUMENTS.
THE PROVISIONS OF THE COLLATERAL
AGREEMENT AND THE MORTGAGES ARE EFFECTIVE TO CREATE IN FAVOR OF THE COLLATERAL
AGENT, FOR THE BENEFIT OF THE RESPECTIVE SECURED PARTIES REFERRED TO THEREIN A
LEGAL, VALID AND ENFORCEABLE FIRST PRIORITY LIEN (SUBJECT TO CERTAIN LIENS
PERMITTED BY SECTION 7.01) ON ALL RIGHT, TITLE AND INTEREST OF THE RESPECTIVE
LOAN PARTIES IN THE RESPECTIVE PARI PASSU COLLATERAL.
THE PROVISIONS OF THE
FIRST LIEN SECURITY AGREEMENT (RECEIVABLES) ARE EFFECTIVE TO CREATE IN FAVOR OF
THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES A LEGAL, VALID
AND ENFORCEABLE FIRST PRIORITY LIEN ON ALL RIGHT, TITLE AND INTEREST OF THE
RESPECTIVE LOAN PARTIES IN THE FIRST PRIORITY COLLATERAL.
EXCEPT FOR FILINGS
COMPLETED PRIOR TO THE CLOSING DATE AND AS CONTEMPLATED HEREBY AND BY THE
COLLATERAL DOCUMENTS, NO FILING OR OTHER ACTION WILL BE NECESSARY TO PERFECT