Payors. Provider and Manager, in consultation with one another, shall administer and negotiate all third party payor agreements, including without limitation, government Payors, distributors and sales agents.

Reimbursement from Payors. The Receivables of the Borrower and each Restricted Subsidiary have been, and will continue to be, adjusted to reflect the requirements of all Laws and reimbursement policies (both those most recently published in writing as well as those not in writing that have been verbally communicated) of any applicable Payor, except where the failure to comply would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. Without limiting the generality of the foregoing, Receivables of the Borrower and each Restricted Subsidiary relating to any Payor do not exceed amounts the Borrower or any Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, in each case to the extent it would not reasonably be expected to have a Material Adverse Effect

Relationships with Customers, Clients and Payors. The Sellers believe that the Company’s relationships with its customers and clients, and payors are satisfactory, and the Sellers have no knowledge of any facts or circumstances which might materially alter, negate, impair or in any way materially adversely affect the continuity of any such relationships. The Company and the Sellers have no knowledge of any material claims of any of its customers or clients presently outstanding, pending or threatened against the Company.

Billing. To bill in the Provider’s name or on Provider’s behalf # pursuant to all agreements by Provider with Storers and # for all Cells provided to Payors, in compliance with applicable law.

All rights and interests of the Agent and the other holders of Senior Indebtedness hereunder, and the subordination provisions and the related agreements of the Payors and Payees set forth herein, shall remain in full force and effect irrespective of:

current coding and billing policies, arrangements, protocols and instructions of the Borrower and each Subsidiary comply with requirements of Payors and are administered by properly trained personnel, except where any such failure to comply could not reasonably be expected to result in a Material Adverse Effect; and

[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.

Compliance with Health Care Laws; Health Care Permits; Third Party Payors. Each Borrower and each of its Subsidiaries is in compliance with all Health Care Laws applicable to it and its assets, business or operations, except to the extent any such non-compliance could not reasonably be expected to have a Material Adverse Effect. Each Borrower and each of its Subsidiaries # holds in full force and effect (without default, violation or noncompliance) all Health Care Permits necessary for it to own, lease, sublease or operate its assets and to conduct its business and operations as presently conducted and # to the extent required under applicable laws, has obtained and maintains accreditation from all applicable recognized accreditation agencies, in each case with respect to [clauses (i) and (ii)])] except to the extent which could not reasonably be expected to have a Material Adverse Effect.

“Pricing Matters” means all issues and decisions regarding # price, price terms and other contract terms with respect to Product sales, including discounts, rebates, other price concessions and service fees to payors and purchasers and # reimbursement programs applicable to a Product. For clarity, “Pricing Matters” includes all financial issues and financial decisions with respect to contracting with managed care entities, hospitals, pharmacies, group purchasing organizations, pharmacy benefit managers, and government, and specifically includes issues and decisions about the offer of discounts or rebates for formulary placement for Products.