LESS THAN $500,000 (INDIVIDUALLY FOR A GRANTOR) WHICH MAY BE
LOCATED AT OTHER LOCATIONS AND (C) WHETHER EACH SUCH COLLATERAL LOCATION AND
PLACE OF BUSINESS (INCLUDING EACH GRANTOR'S CHIEF EXECUTIVE OFFICE) IS OWNED OR
LEASED (AND IF LEASED, SPECIFIES THE NAME AND NOTICE ADDRESS OF EACH LESSOR). NO
COLLATERAL IS LOCATED OUTSIDE THE UNITED STATES OR IN THE POSSESSION OF ANY
LESSOR, BAILEE, WAREHOUSEMAN OR CONSIGNEE, EXCEPT AS INDICATED ON SCHEDULE 4.
4.5
CERTAIN PROPERTY. NONE OF THE COLLATERAL CONSTITUTES, OR IS THE
PROCEEDS OF, (A) FARM PRODUCTS OR (B) VESSELS, AIRCRAFT OR ANY OTHER PROPERTY
SUBJECT TO ANY CERTIFICATE OF TITLE OR OTHER REGISTRATION STATUTE OF THE UNITED
STATES, ANY STATE OR OTHER JURISDICTION, EXCEPT FOR PERSONAL VEHICLES OWNED BY
THE GRANTORS AND USED BY EMPLOYEES OF THE GRANTORS IN THE ORDINARY COURSE OF
BUSINESS WITH AN AGGREGATE FAIR MARKET VALUE OF LESS THAN $250,000 (IN THE
AGGREGATE FOR ALL GRANTORS).
7
4.6
INVESTMENT PROPERTY. (A) THE PLEDGED EQUITY PLEDGED BY EACH
GRANTOR HEREUNDER CONSTITUTES ALL THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF
EACH ISSUER OWNED BY SUCH GRANTOR.
(B)
ALL OF THE PLEDGED EQUITY HAS BEEN DULY AND VALIDLY ISSUED AND IS
FULLY PAID AND NONASSESSABLE.
(C)
EACH OF THE PLEDGED NOTES CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF THE OBLIGOR WITH RESPECT THERETO, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS (SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD
FAITH AND FAIR DEALING).
(D)
SCHEDULE 1 LISTS ALL INVESTMENT PROPERTY OWNED BY EACH GRANTOR.
EACH GRANTOR IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD AND MARKETABLE
TITLE TO, THE INVESTMENT PROPERTY PLEDGED BY IT HEREUNDER, FREE OF ANY AND ALL
LIENS OR OPTIONS IN FAVOR OF, OR CLAIMS OF, ANY OTHER PERSON, EXCEPT PERMITTED
LIENS.
4.7
RECEIVABLES. (A) NO AMOUNT PAYABLE TO SUCH GRANTOR UNDER OR IN
CONNECTION WITH ANY RECEIVABLE IN EXCESS OF $100,000 IS EVIDENCED BY ANY
INSTRUMENT OR CHATTEL PAPER WHICH HAS NOT BEEN DELIVERED TO THE ADMINISTRATIVE
AGENT.
(B)
THE AMOUNTS REPRESENTED BY SUCH GRANTOR TO THE LENDERS FROM TIME
TO TIME AS OWING TO SUCH GRANTOR IN RESPECT OF THE RECEIVABLES (TO THE EXTENT
SUCH REPRESENTATIONS ARE REQUIRED BY ANY OF THE LOAN DOCUMENTS) WILL AT ALL SUCH
TIMES BE ACCURATE, SUBJECT TO CONTRACTUAL PAYOR DISCOUNTS OR OTHER DISCOUNTS
CUSTOMARY IN THE HEALTH CARE INDUSTRY WITH RESPECT TO HEALTH CARE INSURANCE
RECEIVABLES, GOVERNMENT REIMBURSEMENT PROGRAMS OR OTHERWISE, WHICH HAVE BEEN
DISCLOSED TO THE ADMINISTRATIVE AGENT.
4.8
INTELLECTUAL PROPERTY. (A) SCHEDULE 5 LISTS ALL INTELLECTUAL
PROPERTY OWNED BY SUCH GRANTOR IN ITS OWN NAME ON THE DATE HEREOF.
(B)
ON THE DATE HEREOF, ALL MATERIAL INTELLECTUAL PROPERTY OWNED BY
ANY GRANTOR IS VALID, SUBSISTING, UNEXPIRED AND ENFORCEABLE AND HAS NOT BEEN
ABANDONED.
(C)
EXCEPT AS SET FORTH IN SCHEDULE 5, NONE OF THE MATERIAL
INTELLECTUAL PROPERTY IS THE