HEALTH
CARE LAWS AND HAVE SUCH REPORTS ADEQUATELY ADDRESSED AND CORRECTED AS SOON AS
PRACTICABLE.
SECTION 6.09
BOOKS AND RECORDS.
(A) MAINTAIN PROPER BOOKS OF RECORD AND
ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP
CONSISTENTLY APPLIED SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND MATTERS
INVOLVING THE ASSETS AND BUSINESS OF EACH LOAN PARTY OR EACH PLEDGED SUBSIDIARY,
AS THE CASE MAY BE; AND (B) MAINTAIN SUCH BOOKS OF RECORD AND ACCOUNT IN
MATERIAL CONFORMITY WITH ALL APPLICABLE REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY HAVING REGULATORY JURISDICTION OVER EACH LOAN PARTY OR EACH PLEDGED
SUBSIDIARY, AS THE CASE MAY BE.
SECTION 6.10
INSPECTION RIGHTS.
PERMIT REPRESENTATIVES AND INDEPENDENT
CONTRACTORS OF THE ADMINISTRATIVE AGENT AND EACH LENDER TO VISIT AND INSPECT ANY
OF ITS PROPERTIES, AND, TO THE EXTENT LEGALLY PERMITTED, TO EXAMINE ITS
CORPORATE, FINANCIAL AND OPERATING RECORDS, AND MAKE COPIES THEREOF OR ABSTRACTS
THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ITS DIRECTORS,
OFFICERS, AND INDEPENDENT PUBLIC ACCOUNTANTS, ALL AT THE EXPENSE OF BORROWER AND
AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE
REASONABLY DESIRED, UPON REASONABLE ADVANCE NOTICE TO BORROWER; PROVIDED,
HOWEVER, THAT WHEN AN EVENT OF DEFAULT EXISTS, THE ADMINISTRATIVE AGENT OR ANY
LENDER (OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR INDEPENDENT CONTRACTORS)
MAY DO ANY OF THE FOREGOING AT THE EXPENSE OF BORROWER AT ANY TIME DURING NORMAL
BUSINESS HOURS AND WITHOUT ADVANCE NOTICE.
IF ADMINISTRATIVE AGENT OR ANY
LENDER SEEKS, AS PART OF ITS INSPECTION OR INFORMATION RIGHTS HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENTS, ACCESS TO OR COPIES OF ANY PATIENT HEALTH INFORMATION
OR OTHER PRIVATE INFORMATION PROTECTED BY APPLICABLE LAW OR CONTRACTUAL
CONFIDENTIALITY PROVISIONS, SUCH PRIVATE OR CONFIDENTIAL INFORMATION SHALL BE
PROVIDED ONLY IN ACCORDANCE WITH APPLICABLE CONFIDENTIALITY SAFEGUARDS, IN
COMPLIANCE WITH APPLICABLE LAW AND ANY APPLICABLE CONTRACTUAL CONFIDENTIALITY
COMMITMENTS.
SECTION 6.11
USE OF PROCEEDS.
USE THE PROCEEDS OF THE CREDIT EXTENSIONS
TO (I) REFINANCE EXISTING INDEBTEDNESS, (II) FUND WORKING CAPITAL, (III) FUND
PERMITTED INVESTMENTS AND RESTRICTED PAYMENTS AND (IV) FOR GENERAL CORPORATE
PURPOSES (OTHER THAN FOR
76
REDEMPTION OF THE 2014 NOTES), IN EACH CASE, NOT IN CONTRAVENTION OF ANY LAW OR
OF ANY LOAN DOCUMENT.
SECTION 6.12
COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY.
(A)
UPON THE FORMATION OR ACQUISITION OF ANY NEW DIRECT OR INDIRECT SUBSIDIARY
(INCLUDING BROTMAN OR AMVI/PROSPECT, AS CONTEMPLATED BY THE DEFINITION OF
"SUBSIDIARY") IF WHOLLY-OWNED BY ANY LOAN PARTY, OR IN THE EVENT THAT AFTER THE
CLOSING DATE ANY IMMATERIAL SUBSIDIARY CEASES TO BE AN IMMATERIAL SUBSIDIARY,
THEN BORROWER SHALL, AT BORROWER'S EXPENSE:
(I)
WITHIN 15 DAYS AFTER SUCH FORMATION, ACQUISITION OR OCCURRENCE,
CAUSE SUCH SUBSIDIARY, AND CAUSE EACH DIRECT AND INDIRECT PARENT OF SUCH
SUBSIDIARY (IF IT HAS NOT ALREADY DONE SO), TO DULY EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT A GUARANTY, GUARANTY SUPPLEMENT, OR JOINDER IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, GUARANTEEING THE
OTHER LOAN PARTIES' OBLIGATIONS UNDER THE LOAN DOCUMENTS,
(II)
WITHIN 10 DAYS AFTER