OR HAS
BEEN THREATENED TO BE, (I) EXCLUDED FROM ANY GOVERNMENTAL PAYOR PROGRAM PURSUANT
TO 42 U.S.C. § 1320A-7B AND RELATED REGULATIONS, (II) "SUSPENDED" OR "DEBARRED"
FROM SELLING PRODUCTS TO THE U.S. GOVERNMENT OR ITS AGENCIES PURSUANT TO THE
FEDERAL ACQUISITION REGULATION, RELATING TO DEBARMENT AND SUSPENSION APPLICABLE
TO FEDERAL GOVERNMENT AGENCIES GENERALLY (42 C.F.R. SUBPART 9.4), OR OTHER
APPLICABLE LAWS OR REGULATIONS, (III) DEBARRED, DISQUALIFIED, SUSPENDED OR
EXCLUDED FROM PARTICIPATION IN MEDICARE, MEDICAID OR ANY OTHER HEALTH CARE
PROGRAM OR IS LISTED ON THE GENERAL SERVICES ADMINISTRATION LIST OF EXCLUDED
PARTIES, NOR IS ANY SUCH DEBARMENT, DISQUALIFICATION, SUSPENSION OR EXCLUSION
THREATENED OR PENDING, OR (IV) MADE A PARTY TO ANY OTHER ACTION BY ANY
GOVERNMENTAL AUTHORITY THAT MAY PROHIBIT IT FROM SELLING PRODUCTS OR PROVIDING
SERVICES TO ANY GOVERNMENTAL OR OTHER PURCHASER PURSUANT TO ANY FEDERAL, STATE
OR LOCAL LAWS OR REGULATIONS.
SECTION 4.23
HIPAA.
EXCEPT AS WOULD NOT, IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EACH GROUP MEMBER IS IN
COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS
REGARDING THE PRIVACY AND SECURITY OF HEALTH INFORMATION AND ELECTRONIC
TRANSACTIONS, INCLUDING HIPAA, AND THE PROVISIONS OF ALL BUSINESS ASSOCIATE
AGREEMENTS (AS SUCH TERM IS DEFINED BY HIPAA) TO WHICH IT IS A PARTY AND HAS
IMPLEMENTED ADEQUATE POLICIES, PROCEDURES AND TRAINING DESIGNED TO ASSURE
CONTINUED COMPLIANCE AND TO DETECT NON-COMPLIANCE. EXCEPT AS WOULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, TO THE
EXTENT APPLICABLE TO ANY LOAN PARTY AND FOR SO LONG AS (1) ANY LOAN PARTY IS A
"COVERED ENTITY" AS DEFINED IN 45 C.F.R. § 160.103, (2) ANY LOAN PARTY IS A
"BUSINESS ASSOCIATE" AS DEFINED IN 45 C.F.R. § 160.103, (3) ANY LOAN PARTY IS
SUBJECT TO OR COVERED BY THE HIPAA ADMINISTRATIVE REQUIREMENTS CODIFIED AT 45
C.F.R. PARTS 160 & 162 (THE "TRANSACTIONS RULE") AND/OR THE HIPAA SECURITY AND
PRIVACY REQUIREMENTS CODIFIED AT 45 C.F.R. PARTS 160 & 164 (THE "PRIVACY AND
SECURITY RULES"), AND/OR (4) ANY LOAN PARTY SPONSORS ANY "GROUP HEALTH PLANS" AS
DEFINED IN 45 C.F.R. § 160.103, SUCH LOAN PARTY HAS:
(I) COMPLETED THOROUGH AND
DETAILED SURVEYS, AUDITS, INVENTORIES, REVIEWS, ANALYSES AND/OR ASSESSMENTS,
INCLUDING RISK ASSESSMENTS, (COLLECTIVELY "ASSESSMENTS") OF ALL MATERIAL AREAS
OF ITS BUSINESS AND OPERATIONS SUBJECT TO HIPAA AND/OR THAT COULD BE MATERIALLY
AND ADVERSELY AFFECTED BY THE FAILURE OF SUCH LOAN PARTY, OR ANY PERSON ACTING
ON BEHALF OF ANY LOAN PARTY, AS THE CASE MAY BE, TO THE EXTENT THESE ASSESSMENTS
ARE APPROPRIATE OR REQUIRED FOR SUCH LOAN PARTY TO BE IN COMPLIANCE WITH HIPAA;
(II) DEVELOPED A DETAILED PLAN AND TIME LINE FOR BECOMING IN COMPLIANCE WITH
HIPAA (A "HIPAA COMPLIANCE PLAN"); AND (III) IMPLEMENTED THOSE PROVISIONS OF ITS
HIPAA COMPLIANCE PLAN NECESSARY TO ENSURE THAT SUCH LOAN PARTY IS IN COMPLIANCE
WITH HIPAA.
ARTICLE 5
FINANCIAL COVENANTS
Each of Holdings and the Borrower (and, to the extent set forth in any other
Loan Document, each other Loan Party) agrees with the