IN WHICH ANY BORROWER OR ANY HEALTHCARE FACILITY PARTICIPATES AS OF THE
DATE OF THIS AGREEMENT, AND (II) PROVIDE TO LENDER UPON REQUEST, AN ACCURATE,
COMPLETE AND CURRENT LIST OF ALL PARTICIPATION AGREEMENTS WITH THIRD PARTY
PAYORS WITH RESPECT TO THE BUSINESS OF EACH BORROWER (COLLECTIVELY,
"PARTICIPATION AGREEMENTS").
BORROWERS WILL AT ALL TIMES COMPLY WITH ALL
REQUIREMENTS, CONTRACTS, CONDITIONS AND STIPULATIONS APPLICABLE TO SUCH BORROWER
IN ORDER TO MAINTAIN IN GOOD STANDING AND WITHOUT DEFAULT OR LIMITATION ALL SUCH
PARTICIPATION AGREEMENTS.
6.18
COLLATERAL REPORTING.
BORROWERS AGREE TO FURNISH
TO LENDER SUCH INFORMATION AS LENDER REASONABLY REQUIRES IN CONNECTION WITH
MONITORING THE COLLATERAL, AT THE TIMES AND IN THE MANNER DETERMINED BY LENDER,
INCLUDING MEDICARE AND MEDICAID COST REPORTS AND AUDITS.
25
6.19
COLLATERAL.
(A)
[RESERVED].
(B)
IF ANY BORROWER BECOMES A BENEFICIARY UNDER
ANY LETTER OF CREDIT NOT SHOWN ON SCHEDULE 2.14 HERETO, SUCH BORROWER AGREES TO
PROMPTLY NOTIFY LENDER, AND UPON REQUEST BY LENDER, SUCH BORROWER AGREES TO
EITHER (I) CAUSE THE ISSUER OF SUCH LETTER OF CREDIT TO CONSENT TO THE
ASSIGNMENT OF THE PROCEEDS OF SUCH LETTER OF CREDIT TO LENDER, PURSUANT TO AN
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO LENDER, OR (II) CAUSE THE ISSUER
OF SUCH LETTER OF CREDIT TO NAME LENDER, AS THE TRANSFEREE BENEFICIARY OF SUCH
LETTER OF CREDIT.
(C)
EACH BORROWER AGREES TO MAINTAIN SUCH
BORROWER'S RIGHTS IN, AND THE VALUE OF, ALL COPYRIGHTS, PATENTS, TRADEMARKS,
OTHER INTELLECTUAL PROPERTY AND GENERAL INTANGIBLES SHOWN ON SCHEDULE 2.15
HEREOF, AND TO PAY WHEN DUE ALL PAYMENTS REQUIRED TO MAINTAIN IN EFFECT ANY
LICENSED RIGHTS; PROVIDED THAT, BORROWERS SHALL NOT BE REQUIRED TO MAINTAIN
RIGHTS IN INTELLECTUAL PROPERTY NO LONGER USED OR USEFUL IN BORROWERS' BUSINESS
IF THE FAILURE TO MAINTAIN SUCH RIGHTS COULD NOT REASONABLY BE EXPECTED TO HAVE
OR RESULT IN A MATERIAL ADVERSE EFFECT.
BORROWERS SHALL PROVIDE LENDER WITH
ADEQUATE NOTICE OF THE ACQUISITION OF RIGHTS WITH RESPECT TO ANY ADDITIONAL
PATENTS, TRADEMARKS AND COPYRIGHTS SO THAT LENDER MAY, TO THE EXTENT PERMITTED
UNDER THE DOCUMENTATION GRANTING SUCH RIGHTS OR APPLICABLE LAW, PERFECT LENDER'S
SECURITY INTEREST IN SUCH RIGHTS IN A TIMELY MANNER.
(D)
BORROWERS, AT THEIR EXPENSE, AGREE TO FOREVER
WARRANT AND DEFEND THE COLLATERAL FROM ANY AND ALL CLAIMS AND DEMANDS OF ANY
OTHER PERSON, OTHER THAN HOLDERS OF PERMITTED LIENS.
6.20
INTELLECTUAL PROPERTY.
BORROWER SHALL MAKE ALL
APPROPRIATE FILINGS AND DO ALL THINGS NECESSARY TO MAINTAIN THEIR RIGHTS UNDER
THE INTELLECTUAL PROPERTY OWNED AND USED BY THE BORROWERS, INCLUDING THE FILING
OF REGISTRATIONS AND CONTINUATIONS THEREOF, EXECUTION LICENSE AGREEMENTS, ETC.
FURTHER, NO BORROWER SHALL GRANT TO ANY PERSON AN EXCLUSIVE LICENSE TO USE ANY
OF SUCH BORROWER'S INTELLECTUAL PROPERTY.
IN THE EVENT THAT AN ACTION, SUIT,
DEMAND, CHARGE OR CLAIM THAT IS MADE OR THREATENED WHICH CHALLENGES THE
ENFORCEABILITY OR VALIDITY OF ANY BORROWER'S INTELLECTUAL PROPERTY, BORROWERS
SHALL GIVE LENDER IMMEDIATE NOTICE OF SUCH FACT, INCLUDING A DETAILED
DESCRIPTION OF THE ISSUE AS WELL AS THE BORROWERS' PLANS TO RESOLVE IT.
ARTICLE 7
NEGATIVE COVENANTS
Each Borrower