GUARANTEE AND COLLATERAL AGREEMENT
Dated as of April 18, 2025
among
ARDENT HEALTHCARE HOLDINGS INC., as Borrower,
MEDVANCE HEALTH SYSTEMS, INC., each Subsidiary of MedVance listed on Schedule I hereto, as Guarantors,
and
RIDGELINE NATIONAL BANK, N.A., as Administrative Agent
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 18, 2025 (this "Agreement"), is entered into by and among ARDENT HEALTHCARE HOLDINGS INC., a Delaware corporation ("Borrower"), MEDVANCE HEALTH SYSTEMS, INC., a Delaware corporation, and each subsidiary of MedVance listed on Schedule I hereto (each, a "Guarantor" and, together with Borrower, the "Grantors"), and RIDGELINE NATIONAL BANK, N.A., a national banking association, in its capacity as administrative agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").
This Agreement is entered into in connection with that certain Credit Agreement dated as of April 18, 2025 (Reference No. RNB-HC-2025-0418), among Borrower, the Lenders party thereto from time to time, Ridgeline National Bank, N.A., as Administrative Agent, and Pinnacle Commercial Credit Corp., as Co-Lender, as amended, restated, amended and restated, supplemented or otherwise modified from time to time (the "Credit Agreement"). It is a condition precedent to the making of Loans and the extension of other credit under the Credit Agreement that the Grantors execute and deliver this Agreement.
Accordingly, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor and the Administrative Agent hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms in Credit Agreement
Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement (Reference No. RNB-HC-2025-0418, dated April 18, 2025).
Section 1.02 Additional Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Account" means an "account" as defined in the UCC, and in any event includes all accounts receivable, rights to payment for goods sold or leased or services rendered, whether or not earned by performance, all health-care-insurance receivables, and all other rights to payment of a monetary obligation, including all healthcare receivables arising from the business of MedVance and its subsidiaries and all rights to payment from private and governmental payors, including BlueLine Health Plan of Tennessee and SouthPoint Insurance Co.
"Administrative Agent" means Ridgeline National Bank, N.A., 225 Liberty Street, New York, New York 10281, acting in its capacity as administrative agent for the Secured Parties.
"After-Acquired Property" means all Collateral of any type or description acquired, arising or coming into existence after the date hereof by any Grantor.
"Borrower" means Ardent Healthcare Holdings Inc. (EIN: 93-2047861; DE File No. 7201548), a Delaware corporation.
"Chattel Paper" means "chattel paper" as defined in the UCC and includes both electronic chattel paper and tangible chattel paper.
"Collateral" has the meaning assigned to such term in Article III of this Agreement.
"Commercial Tort Claims" means "commercial tort claims" as defined in the UCC and includes, without limitation, those claims listed on Schedule IV, if any.
"Copyrights" means all copyrights, whether registered or unregistered, all copyright registrations and applications, all renewals and extensions thereof, all rights corresponding thereto throughout the world, and all rights to sue for past, present and future infringement thereof.
"Credit Agreement" has the meaning assigned to such term in the preamble to this Agreement.
"Deposit Accounts" means "deposit accounts" as defined in the UCC, including all deposit accounts, checking accounts, operating accounts, disbursement accounts, payroll accounts, collection accounts, lockbox accounts and any other accounts maintained by any Grantor, including all such accounts maintained at Granton Savings Bank, N.A., and all replacement, substitute and successor accounts.
"Documents" means "documents" as defined in the UCC.
"Equipment" means "equipment" as defined in the UCC and, in any event, includes all machinery, medical equipment, diagnostic and treatment devices, imaging systems, laboratory equipment, pharmacy equipment, computers, servers, workstations, information technology systems, network infrastructure, telecommunications equipment, systems provided by Vertex Health Technologies Inc., furniture, furnishings, fixtures, vehicles and all other tangible personal property of any Grantor other than Inventory.
"Excluded Assets" means: (a) any lease, license, contract, property rights or agreement to the extent, but only to the extent, that a grant of a security interest therein would violate applicable law or a valid and enforceable anti-assignment, anti-transfer or similar provision binding on such asset and enforceable under applicable law, including the UCC, provided that Excluded Assets shall not include any such asset to the extent that applicable law or such provision would be rendered ineffective by the UCC or other applicable law or to the extent that the consent of any third party has been obtained; (b) any governmental license, permit, approval or authorization to the extent that a pledge thereof is prohibited by applicable law; (c) Equity Interests in excess of sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary, if any; (d) assets to the extent subject to Permitted Liens where the grant of a security interest would be prohibited by the terms creating such Permitted Lien or would result in the termination or impairment of the rights of any Grantor therein, but only to the extent such prohibition is permitted under the Credit Agreement; (e) intent-to-use trademark applications solely to the extent that, and only during the period in which, a grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or any registration issuing therefrom under the Lanham Act; and (f) any specific assets expressly carved out from the Collateral pursuant to the Credit Agreement.
"General Intangibles" means "general intangibles" as defined in the UCC and, in any event, includes all payment intangibles, software, contract rights, choses in action, tax refunds, healthcare provider agreements, managed care contracts, patient service contracts, Medicare and Medicaid provider numbers, provider enrollment rights, reimbursement rights and related rights, to the extent assignable or pledgeable under applicable law.
"Goods" means "goods" as defined in the UCC.
"Grantors" means, collectively, Borrower and each Guarantor.
"Guaranteed Obligations" has the meaning assigned to such term in Section 2.01.
"Guarantor" means MedVance Health Systems, Inc. (EIN: 62-7083149; DE File No. 4938217) and each subsidiary listed on Schedule I.
"Instruments" means "instruments" as defined in the UCC.
"Intellectual Property" means, collectively, all Copyrights, Patents, Trademarks and Trade Secrets, all rights in software, source code, object code, databases, domain names, internet addresses, social media identifiers, and all licenses, sublicenses and agreements relating to any of the foregoing.
"Inventory" means "inventory" as defined in the UCC and, in any event, includes all pharmaceutical inventory, drugs, biologics, medical supplies, surgical supplies, disposables, linens, food and dietary inventory, spare parts and all other inventory held for sale, lease or consumption by any Grantor.
"Investment Property" means "investment property" as defined in the UCC and, in any event, includes all securities, security entitlements, securities accounts, commodity contracts, commodity accounts and all equity interests in the subsidiaries listed on Schedule II.
"Letter-of-Credit Rights" means "letter-of-credit rights" as defined in the UCC.
"Lenders" means Ridgeline National Bank, N.A. and Pinnacle Commercial Credit Corp., and each other bank, financial institution or other Person from time to time party to the Credit Agreement as a lender.
"Obligations" means all indebtedness, liabilities and obligations of every nature of Borrower and each Guarantor under the Credit Agreement and each other Loan Document, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without limitation, (a) all obligations in respect of the $340,000,000 Term Loan B, (b) all obligations in respect of amounts drawn or otherwise owing under the $50,000,000 Revolving Credit Facility, (c) all interest, fees, costs, expenses, indemnification obligations and other amounts payable under the Loan Documents, and (d) all obligations under any Secured Hedge Agreement or Cash Management Agreement.
"Patents" means all patents, patent applications, patent disclosures and inventions and improvements described and claimed therein, together with all continuations, continuations-in-part, divisionals, reissues, reexaminations, substitutions, renewals, extensions and all rights to sue for past, present and future infringement thereof.
"Permitted Liens" means "Permitted Liens" as defined in the Credit Agreement.
"Pledged Debt" means all promissory notes, intercompany indebtedness and other indebtedness owing to any Grantor, including the indebtedness listed on Schedule III.
"Pledged Equity" means one hundred percent (100%) of the issued and outstanding Equity Interests of each subsidiary listed on Schedule II, in each case to the extent not constituting Excluded Assets.
"Proceeds" means "proceeds" as defined in the UCC and, in any event, includes all cash and non-cash proceeds, insurance proceeds, condemnation awards, substitutions, replacements, rents, profits, products, accessions and claims arising out of or relating to any Collateral.
"Secured Hedge Agreement" means any Swap Contract entered into by Borrower or any Guarantor with a Lender or an affiliate of a Lender.
"Secured Parties" means, collectively, the Administrative Agent, the Lenders and each other holder of any Obligations.
"Supporting Obligations" means "supporting obligations" as defined in the UCC.
"Trademarks" means all trademarks, service marks, trade names, trade dress, logos, corporate names, business names, fictitious business names, slogans, domain names and other source or business identifiers, whether registered or unregistered, and all applications, registrations, renewals and goodwill associated therewith, including the "MedVance" name, brand and related marks listed on Schedule V.
"Trade Secrets" means all trade secrets, know-how, confidential and proprietary information, processes, protocols, methodologies, algorithms, patient workflow tools, pricing information, marketing information and all other non-public proprietary data.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if perfection or the effect of perfection or non-perfection or the priority of any security interest granted hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, then "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect, priority or non-perfection.
Section 1.03 UCC Terms
Any term used in this Agreement that is defined in Article 8 or Article 9 of the UCC and not otherwise defined in this Agreement or in the Credit Agreement shall have the meaning given to such term in the UCC.
Section 1.04 Rules of Construction
The rules of construction set forth in the Credit Agreement shall, unless the context otherwise requires, apply to this Agreement. Without limiting the generality of the foregoing:
(a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement;
(b) the singular includes the plural and the plural includes the singular;
(c) references to any gender include all genders;
(d) the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation";
(e) references to Articles, Sections, Schedules and Exhibits are, unless otherwise specified, references to Articles, Sections, Schedules and Exhibits of this Agreement; and
(f) all references to statutes, laws or regulations shall include any amendment, modification, reenactment or replacement thereof.
ARTICLE II
GUARANTEE
Section 2.01 Guarantee of the Obligations
Each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to the Administrative Agent, for the benefit of each Secured Party, the due and punctual payment when due, whether at stated maturity, by acceleration or otherwise, and the due and punctual performance of all Obligations of Borrower and each other Grantor (the "Guaranteed Obligations").
Without limiting the generality of the foregoing, the Guaranteed Obligations include:
(a) all principal, interest, premium, fees and other amounts payable under or in connection with the Credit Agreement, including all amounts owing in respect of the $340,000,000 Term Loan B and the $50,000,000 Revolving Credit Facility;
(b) all reimbursement and other obligations in respect of letters of credit or letter-of-credit accommodations issued or arranged under the Credit Agreement or any other Loan Document;
(c) all amounts payable under any Secured Hedge Agreement or Cash Management Agreement;
(d) all costs and expenses of collection, enforcement or protection of the Guaranteed Obligations, including reasonable and documented attorneys' fees and disbursements and all court costs; and
(e) all interest that accrues after the commencement of any case, proceeding or other action relating to bankruptcy, insolvency, reorganization or similar proceedings, whether or not such interest is allowed or allowable as a claim in any such proceeding.
This is a guaranty of payment and performance and not merely of collection.
Section 2.02 Guarantee of Payment; Not of Collection
The obligations of each Guarantor under this Article II are primary, absolute, irrevocable and unconditional. This Agreement constitutes a guarantee of payment and performance and not of collection only. Subject to the terms of this Agreement, the Administrative Agent may enforce this Agreement against any Guarantor without first seeking to collect from Borrower or any other Guarantor, without first proceeding against or exhausting any Collateral, and without first resorting to any other rights or remedies available to the Administrative Agent or any other Secured Party.
Each Guarantor expressly waives any right to require the Administrative Agent or any Secured Party to:
(a) proceed against Borrower, any other Guarantor or any other Person;
(b) proceed against or exhaust any Collateral;
(c) pursue any other remedy in the Administrative Agent's or such Secured Party's power; or
(d) make or give notice of any disposition of any Collateral or take any other action whatsoever.
Section 2.03 No Limitations on Liability
Each Guarantor intends that this Agreement and the obligations of such Guarantor hereunder shall be enforceable against such Guarantor to the fullest extent permitted by applicable law. Accordingly, notwithstanding anything herein to the contrary, if any obligation of any Guarantor under this Article II would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such obligation under applicable fraudulent transfer, fraudulent conveyance or voidable transaction law, including Section 548 of the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act or any comparable applicable law, then the amount of such obligation shall automatically be limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any rights of contribution, reimbursement and subrogation of such Guarantor, may be hereby incurred without rendering such obligation subject to avoidance, invalidation or unenforceability.
It is the intent of each Guarantor and the Administrative Agent that each Guarantor's liability hereunder shall be, but not exceed, the maximum lawful amount not subject to avoidance or recovery under applicable fraudulent transfer, fraudulent conveyance or similar laws.
Section 2.04 Guarantee Absolute and Unconditional
The obligations of each Guarantor hereunder shall be absolute and unconditional, irrespective of, and each Guarantor hereby expressly waives, to the fullest extent permitted by law, any defense now or hereafter arising by reason of:
(a) any lack of validity, legality or enforceability of the Credit Agreement, any other Loan Document or any other agreement or instrument relating thereto;
(b) any amendment, modification, supplement, extension, renewal, waiver, consent or other action or inaction in respect of the Credit Agreement, any other Loan Document or any other Guaranteed Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, any Guaranteed Obligation, or any other amendment or waiver of or consent to departure from the Credit Agreement or any other Loan Document;
(d) any exchange, release, surrender, compromise, settlement, substitution, impairment, non-perfection or loss of any Collateral, or any failure to create, preserve, perfect or protect any security interest in any Collateral;
(e) any taking, release, amendment, waiver, subordination, impairment or unenforceability of any other guaranty, security interest or other support for any Guaranteed Obligation;
(f) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of Borrower, any Guarantor or any other Person;
(g) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar proceeding involving Borrower, any Guarantor or any other Person; or
(h) any other circumstance that might otherwise constitute a legal or equitable discharge, defense or exoneration of a guarantor, surety or other obligor, whether by statute, regulation or common law.
Section 2.05 Waivers
To the fullest extent permitted by applicable law, each Guarantor hereby waives:
(a) notice of acceptance of this Agreement and notice of the incurrence, renewal, extension or accrual of any Guaranteed Obligation;
(b) presentment, demand for payment, protest, notice of dishonor, notice of nonpayment and all other notices of any kind;
(c) diligence, promptness, marshalling, valuation, stay of execution and all demands whatsoever;
(d) any requirement that the Administrative Agent or any Secured Party protect, secure, perfect, insure or preserve any Lien, security interest or other right in any property or Collateral;
(e) any defense arising by reason of any disability or other defense of Borrower, any other Guarantor or any other Person, or by reason of the cessation from any cause whatsoever of the liability of Borrower or any other Person, other than payment in full of the Obligations and termination of the Commitments;
(f) the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof, to the fullest extent permitted by law; and
(g) any right to assert any claim of contribution, reimbursement, subrogation or indemnity against Borrower or any other Guarantor until the occurrence of the Payment in Full Date.
Section 2.06 Reinstatement
This Agreement shall continue to be effective, or if terminated shall be automatically reinstated, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party, whether as a result of any insolvency proceeding, fraudulent transfer, preference, settlement or otherwise, all as though such payment had not been made.
Section 2.07 Subrogation
Until the occurrence of the Payment in Full Date, no Guarantor shall exercise, and each Guarantor hereby waives, any right of subrogation, reimbursement, contribution, indemnity or other claim arising by reason of this Agreement against Borrower, any other Guarantor or any other Person, or any right of recourse to any Collateral. If any amount shall be paid to any Guarantor on account of any such right before the Payment in Full Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be applied to the Obligations in accordance with the Credit Agreement.
Section 2.08 Subordination of Intercompany Indebtedness
Each Guarantor hereby subordinates any and all indebtedness, liabilities and other obligations now or hereafter owed to such Guarantor by Borrower or any other Guarantor, whether direct or indirect, absolute or contingent, secured or unsecured, due or to become due, to the prior indefeasible payment in full of all Obligations and the termination of all Commitments.
After the occurrence and during the continuance of an Event of Default, if any Guarantor receives any payment, distribution, security or other property on account of any such intercompany indebtedness or obligation, such Guarantor shall receive and hold the same in trust for the benefit of the Administrative Agent and the Secured Parties and shall promptly deliver the same to the Administrative Agent, in the form received, duly endorsed or assigned as appropriate, for application to the Obligations.
Section 2.09 Continuing Guarantee
This Agreement is a continuing guarantee and shall remain in full force and effect until the Payment in Full Date. This Agreement shall apply to all Guaranteed Obligations whenever arising, whether incurred before or after the commencement of any insolvency or bankruptcy proceeding by or against Borrower or any Guarantor, and shall survive any restructuring, refinancing or amendment of any Obligations to the extent provided herein and in the Credit Agreement.
ARTICLE III
GRANT OF SECURITY INTERESTS
Section 3.01 Grant
As collateral security for the prompt payment and performance in full when due of all Obligations, each Grantor hereby pledges, assigns and grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of such Grantor's right, title and interest in, to and under the following property, whether now owned or existing or hereafter acquired, arising or coming into existence and wherever located (collectively, the "Collateral"):
(a) all Accounts;
(b) all Chattel Paper, including all electronic chattel paper and tangible chattel paper;
(c) all Commercial Tort Claims listed on Schedule IV;
(d) all Deposit Accounts;
(e) all Documents;
(f) all Equipment;
(g) all General Intangibles, including all payment intangibles and software;
(h) all Goods, including all embedded software and firmware;
(i) all Instruments;
(j) all intellectual Property;
(k) all Inventory;
(l) all Investment Property, including the Pledged Equity and the Pledged Debt;
(m) all Letter-of-Credit Rights;
(n) all Supporting Obligations;
(o) all books, records, files, correspondence, credit files, patient billing records to the extent permitted by applicable law, computer programs, printouts and other data and information relating to any of the foregoing;
(p) all Proceeds and products of any and all of the foregoing, including insurance proceeds and condemnation awards; and
(q) all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing.
Notwithstanding anything in this Agreement to the contrary, the term "Collateral" shall not include any Excluded Assets.
Section 3.02 Security for Obligations
This Agreement secures, and the Collateral is pledged and assigned as security for, the prompt and complete payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations.
Section 3.03 Grantors Remain Liable
Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under each contract, agreement, lease, license and other document included in the Collateral to observe and perform all of the terms and conditions to be observed and performed by it thereunder, (b) the exercise by the Administrative Agent of any rights hereunder shall not release any Grantor from any of its duties or obligations under or in respect of any Collateral, and (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contract, agreement, lease, license or other document included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each Grantor represents and warrants to the Administrative Agent and each Secured Party, as of the date hereof, that:
Section 4.01 Existence; Organization
Each Grantor is duly organized, validly existing and, to the extent such concept applies, in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate, limited liability company or other organizational power and authority to own or lease its properties and to conduct its business as currently conducted.
Without limiting the foregoing:
(a) Ardent Healthcare Holdings Inc. is a Delaware corporation, DE File No. 7201548, with its registered agent at Capitol Statutory Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801.
(b) MedVance Health Systems, Inc. is a Delaware corporation, DE File No. 4938217, with headquarters at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205, with its registered agent in Delaware at Capitol Statutory Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801, and its registered agent in Tennessee at Tennessee Registered Agent Services LLC, 312 Rosa L. Parks Avenue, Nashville, Tennessee 37243.
(c) Each subsidiary Guarantor identified on Schedule I is duly organized, validly existing and, where applicable, in good standing in its jurisdiction of organization.
Section 4.02 Authority; Authorization
Each Grantor has the corporate, limited liability company or other organizational power and authority to execute, deliver and perform this Agreement and to grant the security interests and Liens purported to be granted hereby. The execution, delivery and performance by each Grantor of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate, shareholder, member, manager, partner or other organizational action on the part of such Grantor, and no other action, consent or approval is required in connection therewith except those already obtained or those that are not required to be obtained on or prior to the date hereof.
Section 4.03 Enforceability
This Agreement has been duly executed and delivered by each Grantor and constitutes a legal, valid and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors' rights generally and to general principles of equity, whether considered in a proceeding in equity or at law.
Section 4.04 No Conflicts
The execution, delivery and performance by each Grantor of this Agreement, and the grant of the Liens and security interests contemplated hereby, do not and will not:
(a) violate any provision of the organizational documents of such Grantor;
(b) violate in any material respect any applicable law, rule, regulation, order, judgment or decree binding on such Grantor;
(c) result in a breach of, or constitute a default under, any material contract, agreement, indenture, lease, license or other instrument binding upon such Grantor or affecting its property, except to the extent any such breach or default could not reasonably be expected to have a Material Adverse Effect; or
(d) result in the creation or imposition of any Lien upon any of the Collateral, other than the Liens created by this Agreement and Permitted Liens.
Section 4.05 Ownership of Collateral; Title
Each Grantor is the legal and beneficial owner of, or has sufficient rights in or the power to transfer rights in, all Collateral purported to be pledged by it hereunder. The Collateral is free and clear of all Liens, except for Permitted Liens. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except financing statements filed in favor of the Administrative Agent and financing statements filed with respect to Permitted Liens.
Section 4.06 Security Interest; Priority
This Agreement creates in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral. Upon the filing of financing statements on Form UCC-1 naming each applicable Grantor as debtor and the Administrative Agent as secured party in the appropriate filing offices, and upon the taking of such other actions required under applicable law with respect to Collateral of the relevant type, the security interests granted hereunder will constitute perfected, first-priority Liens on the Collateral to the extent perfection may be obtained by such filing or other actions, subject only to Permitted Liens entitled to priority under applicable law.
Section 4.07 Locations; Names
(a) The chief executive office of each Grantor is located at the address set forth opposite such Grantor's name on Schedule VI.
(b) All locations where each Grantor maintains material tangible Collateral, including Equipment and Inventory, are listed on Schedule VI, which includes MedVance facilities and other material locations in Tennessee, Alabama, Georgia and Kentucky.
(c) Schedule I sets forth, for each Grantor, its exact legal name, all prior legal names used during the five-year period preceding the date hereof, its jurisdiction of organization and its organizational identification number.
Section 4.08 Pledged Equity
(a) Schedule II sets forth a complete and correct list of all Equity Interests owned by each Grantor as of the date hereof, including the issuer, number and class of shares or units, certificate numbers, if certificated, and the percentage of the outstanding Equity Interests represented thereby.
(b) All Pledged Equity has been duly authorized and validly issued and, in the case of corporate stock, is fully paid and non-assessable. All Pledged Equity is owned by the applicable Grantor free and clear of all Liens other than Liens in favor of the Administrative Agent and Permitted Liens.
(c) Except as disclosed on Schedule II, there are no outstanding options, warrants, conversion rights, exchange rights, preemptive rights or other agreements or rights to purchase, acquire or subscribe for any Equity Interests of any subsidiary of any Grantor.
Section 4.09 Pledged Debt
Schedule III sets forth a complete and correct list of all promissory notes and intercompany indebtedness constituting Pledged Debt as of the date hereof, including the maker, payee, date of note, original principal amount and outstanding balance.
Section 4.10 intellectual Property
(a) Schedule V sets forth all registered Patents, Trademarks and Copyrights owned by each Grantor that are material to the business of the Grantors as of the date hereof, including the "MedVance" trademark and related marks.
(b) To each Grantor's knowledge, the use of the intellectual Property by the Grantors in the conduct of their business does not infringe, misappropriate or otherwise violate in any material respect the intellectual Property rights of any third party.
(c) No material intellectual Property owned by any Grantor is the subject of any pending or, to the knowledge of any Grantor, threatened opposition, cancellation, interference, invalidity, unenforceability or other adverse proceeding, except as disclosed to the Administrative Agent in writing.
Section 4.11 Commercial Tort Claims
Schedule IV lists all Commercial Tort Claims in an amount exceeding $500,000 held by any Grantor as of the date hereof. The Grantors acknowledge that the two pending medical malpractice suits with aggregate exposure of $4,200,000 are claims asserted against one or more Grantors and, as such, do not constitute Commercial Tort Claims owned by a Grantor that would form part of the Collateral under Article 9 of the UCC. Except as set forth on Schedule IV, no Grantor holds any affirmative Commercial Tort Claim in excess of $500,000 as of the date hereof.
Section 4.12 Deposit Accounts
Schedule VII sets forth a complete and correct list of all Deposit Accounts maintained by each Grantor as of the date hereof, including for each such account the name of the depository bank, the account number and the account type.
Section 4.13 Insurance
The Collateral is insured in accordance with the requirements of the Credit Agreement. All insurance required to be maintained under the Credit Agreement is in full force and effect, subject to customary renewals in the ordinary course.
Section 4.14 Healthcare Regulatory Matters
(a) Each Grantor is in compliance in all material respects with HIPAA, HITECH and all other applicable federal and state privacy and security laws relating to patient records, protected health information and other patient data, except where any noncompliance could not reasonably be expected to have a Material Adverse Effect or materially impair the value of the Collateral.
(b) Each Grantor acknowledges that certain provider agreements, Medicare and Medicaid provider numbers, licenses, permits and related rights may be subject to legal or regulatory restrictions on assignment, transfer or pledge under applicable federal and state healthcare laws. Nothing in this Agreement shall be construed to require any Grantor to violate such applicable law, and any security interest granted herein in reimbursement receivables or related rights shall be subject to such limitations while preserving, to the maximum extent permitted by law, the Administrative Agent's security interest in the economic value of such rights and all receivables and proceeds arising therefrom.
(c) Each Grantor that owns or operates a healthcare facility in Tennessee, Alabama, Georgia or Kentucky is duly licensed, certified and authorized under applicable healthcare facility licensure laws of such state to conduct its business as currently conducted, except where the failure to be so licensed, certified or authorized could not reasonably be expected to have a Material Adverse Effect.
ARTICLE V
COVENANTS
From and after the date hereof and until the Payment in Full Date, each Grantor covenants and agrees as follows:
Section 5.01 Delivery of Pledged Securities and Instruments
(a) Each Grantor shall deliver to the Administrative Agent, within five (5) Business Days after the date hereof, all certificated Pledged Equity owned by it as of the date hereof, accompanied by stock powers, unit powers or other instruments of transfer duly executed in blank, all in form and substance reasonably satisfactory to the Administrative Agent. With respect to any certificated Pledged Equity constituting After-Acquired Property, the applicable Grantor shall deliver the same to the Administrative Agent within five (5) Business Days after acquisition thereof.
(b) Each Grantor shall deliver to the Administrative Agent all Instruments, including promissory notes, in each case having a principal amount in excess of $250,000, duly endorsed in blank or accompanied by allonges or other transfer instruments duly endorsed in blank, within five (5) Business Days after the date hereof or, in the case of After-Acquired Property, within five (5) Business Days after acquisition or issuance thereof.
Section 5.02 Maintenance of Perfection
(a) Each Grantor hereby authorizes the Administrative Agent to file financing statements on Form UCC-1, and amendments thereto, in all filing offices and jurisdictions that the Administrative Agent determines are necessary or desirable to perfect or protect the security interests granted herein, including the office of the Delaware Secretary of State for each Delaware-organized Grantor, the office of the Tennessee Secretary of State for each Tennessee-organized subsidiary, and any other relevant jurisdiction.
(b) Each Grantor hereby authorizes the Administrative Agent to file continuation statements on Form UCC-3 and any amendments, assignments or other related filings as may be necessary or desirable to maintain perfection of the security interests granted herein.
(c) Each Grantor shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, all financing statements, amendments, assignments, control agreements, notices, acknowledgments and other instruments and documents, and shall take all other actions, that the Administrative Agent may reasonably request to perfect, protect or maintain the first-priority Lien intended to be created by this Agreement.
Section 5.03 Control Agreements
Within thirty (30) days after the Closing Date, and in any event on or before May 18, 2025, each Grantor shall enter into, and cause each applicable depository bank to enter into, deposit account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to each Deposit Account maintained by such Grantor, including any account maintained at Granton Savings Bank, N.A. to the extent any such account is maintained after the Closing Date.
Within sixty (60) days after the Closing Date, and in any event on or before June 17, 2025, each Grantor shall enter into, and cause each applicable securities intermediary to enter into, securities account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to each securities account constituting Investment Property.
Section 5.04 intellectual Property Filings
Each Grantor shall promptly execute and deliver such short-form security agreements, assignments and other instruments as the Administrative Agent may reasonably request to record or otherwise evidence the security interests granted herein in registered intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
Section 5.05 Changes in Locations, Name, or Identity