DATE HEREOF, AMONG HOLDINGS, THE MANAGEMENT COMPANIES, THE NON-MANAGEMENT
COMPANIES, THE PROFESSIONAL CORPORATIONS AND THE LENDER, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE PMS OR THE APPLICABLE MANAGEMENT COMPANIES, PMG AND
SHAREHOLDER SHALL NOT (AND SHALL NOT PERMIT ANY OTHER PROFESSIONAL CORPORATION
OR PC SHAREHOLDER TO):
(A)
TRANSFER.
SELL, LEASE, TRANSFER, OR OTHERWISE DISPOSE OF THE
ASSETS OR THE ASSETS OF ANY OTHER PROFESSIONAL CORPORATION OR STOCK OR THE
EQUITY INTEREST IN ANY OTHER PROFESSIONAL CORPORATION;
(B)
DEBT.
INCUR, GUARANTEE, ASSUME OR OTHERWISE BECOME LIABLE FOR ANY
BORROWING OR INCREASE ANY EXISTING INDEBTEDNESS; OR DISCHARGE OR CANCEL ANY DEBT
OWED TO PMG OR ANY OTHER PROFESSIONAL CORPORATION;
(C)
NO FURTHER HYPOTHECATION.
PLEDGE, HYPOTHECATE, ENCUMBER, REDEEM
OR DISPOSE OF THE ASSETS OR ANY OF THE ASSETS OF ANY OTHER PROFESSIONAL
CORPORATION, THE STOCK OR ANY INTEREST THEREIN, OR ANY EQUITY INTEREST IN ANY
OTHER PROFESSIONAL CORPORATION OR AN INTEREST THEREIN UNTIL ALL OF PMG'S
OBLIGATIONS UNDER THIS AGREEMENT HAVE BEEN FULLY SATISFIED OR THE ASSETS OR THE
STOCK HAS BEEN RELEASED;
(D)
LOCATION.
MOVE THE ASSETS FROM THEIR PRESENT LOCATIONS WITHOUT
THE PRIOR WRITTEN CONSENT OF THE PMS;
(E)
USE.
USE THE ASSETS, OR THE ASSETS OF OTHER PROFESSIONAL
CORPORATIONS, OR THE STOCK, OR ANY EQUITY INTEREST IN ANY OTHER PROFESSIONAL
CORPORATIONS, FOR ANY UNLAWFUL PURPOSE OR IN ANY WAY THAT WOULD VOID ANY
EFFECTIVE INSURANCE;
(F)
NAME AND LOCATION CHANGES.
CHANGE THE NAME OR PLACE OF BUSINESS
OR USE A FICTITIOUS BUSINESS NAME WITHOUT THE PRIOR EXPRESS CONSENT OF PMS; AND
(G)
ISSUANCE OF STOCK; CHANGE IN OWNERSHIP; MERGERS AND
CONSOLIDATION.
PERMIT ANY ISSUANCE OF STOCK, ANY EQUITY INTEREST IN ANY OTHER
PROFESSIONAL CORPORATION, OTHER EQUITY, OR DEBT; PERMIT ANY CHANGE IN THE
COMPOSITION OR RESPECTIVE PERCENTAGE OWNERSHIP OF PMG OR ANY OTHER PROFESSIONAL
CORPORATION; PERMIT PMG OR ANY OTHER PROFESSIONAL CORPORATION TO BE MERGED,
CONSOLIDATED OR OTHERWISE REORGANIZED WITH OR INTO ANY OTHER CORPORATION,
6
PARTNERSHIP, TRADE, BUSINESS, OR THE LIKE; AMEND OR OTHERWISE MODIFY ITS
ARTICLES OF INCORPORATION AND BYLAWS; DISSOLVE; OR ENTER INTO ANY AGREEMENT WITH
ANY PERSON TO DO ANY OF THE FOREGOING.
8.
CONFIDENTIALITY.
THE PARTIES SHALL USE ALL GOOD FAITH EFFORTS TO
KEEP THE CONTENTS OF THIS AGREEMENT AND ALL OTHER ASPECTS OF THE NEGOTIATIONS
PRECEDING EXECUTION OF THIS AGREEMENT CONFIDENTIAL.
UNLESS REQUIRED BY LAW,
PMS, PMG AND SHAREHOLDER SHALL NOT DISCLOSE THE CONTENTS OF THIS AGREEMENT OR
THE NEGOTIATIONS LEADING TO THIS AGREEMENT TO THIRD PARTIES WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY.
PMS SHALL ENSURE THAT ALL OF THE ASSIGNEES
LIKEWISE COMPLY WITH THE OBLIGATIONS OF CONFIDENTIALITY IMPOSED BY THIS SECTION,
EXCEPT THAT PMS AND THE ASSIGNEES MAY DISCLOSE THE CONTENTS OF SUCH TO THEIR
RESPECTIVE AGENTS, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES TO THE EXTENT
NECESSARY TO EXERCISE THEIR RESPECTIVE RIGHTS OR PERFORM THEIR RESPECTIVE
OBLIGATIONS HEREUNDER.
9.
GENERAL.
9.1
COMPLIANCE WITH LAW.
PMG AND SHAREHOLDER SHALL, AND SHALL CAUSE
EACH OTHER PROFESSIONAL CORPORATION TO, COMPLY WITH ALL APPLICABLE REQUIREMENTS
OF THE JOINT COMMISSION ON THE ACCREDITATION OF HEALTHCARE ORGANIZATIONS,