CARRIED UNDER SIMILAR
CIRCUMSTANCES BY SUCH OTHER PERSONS AND PROVIDING FOR NOT LESS THAN 30 DAYS'
PRIOR NOTICE TO THE ADMINISTRATIVE AGENT OF TERMINATION, LAPSE OR CANCELLATION
OF SUCH INSURANCE.
6.08
COMPLIANCE WITH LAWS.
(A) COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL LAWS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES
APPLICABLE TO IT OR TO ITS BUSINESS OR PROPERTY, EXCEPT IN SUCH INSTANCES IN
WHICH (I) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED; OR
(II) THE FAILURE TO COMPLY THEREWITH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT AND (B) REGULARLY REVIEW AND REVISE THE POLICIES AND
PROCEDURES OF THE LOAN PARTIES TO ENSURE CONTINUING COMPLIANCE BY ALL LOAN
PARTIES, THEIR EMPLOYEES AND ALL HEALTHCARE PROVIDERS UNDER CONTRACT WITH ANY
LOAN PARTY WITH ALL APPLICABLE HEALTH CARE LAWS AND MAINTAIN APPROPRIATE
PROGRAMS AND PROCEDURES FOR COMMUNICATING SUCH POLICIES AND PROCEDURES TO ALL
EMPLOYEES OF ANY LOAN PARTY AND HEALTHCARE PROVIDERS UNDER CONTRACT WITH ANY
LOAN PARTY AND FOR MAKING SURE THAT ALL EMPLOYEES OF ANY LOAN PARTY ARE ABLE TO
REPORT VIOLATIONS OF ANY HEALTH CARE LAWS AND HAVE SUCH REPORTS ADEQUATELY
ADDRESSED AND CORRECTED AS SOON AS PRACTICABLE.
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 SUCH BORROWER OR SUCH 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 SUCH BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY
BE.
6.10
INSPECTION RIGHTS.
PERMIT REPRESENTATIVES AND INDEPENDENT
CONTRACTORS OF THE ADMINISTRATIVE AGENT AND EACH LENDER TO VISIT AND INSPECT ANY
OF ITS PROPERTIES, 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 THE BORROWERS AND AT SUCH REASONABLE TIMES
DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY DESIRED, UPON
REASONABLE ADVANCE NOTICE TO THE BORROWERS; 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
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THE FOREGOING AT THE EXPENSE OF THE BORROWERS AT ANY TIME DURING NORMAL BUSINESS
HOURS AND WITHOUT ADVANCE NOTICE.
6.11
USE OF PROCEEDS.
USE THE PROCEEDS OF (A) THE INITIAL CREDIT
EXTENSION (I) TO FINANCE, IN PART, THE PROMED ACQUISITION, (II) TO REFINANCE THE
EXISTING CREDIT AGREEMENT, AND TO (III) PAY EXPENSES INCURRED IN CONNECTION WITH
THE FOREGOING AND THE TRANSACTION, AND (B) THE OTHER CREDIT EXTENSIONS FOR
MEETING FINANCIAL SOLVENCY REQUIREMENTS UNDER THE DMHC REGULATIONS.
6.12
COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY.
(A) UPON THE
FORMATION OR ACQUISITION OF ANY