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.
8.2
SUBORDINATION.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, EACH OF PMG, PMS AND HOLDINGS HEREBY SUBORDINATES ALL OF
ITS RIGHTS UNDER THIS AGREEMENT TO THE RIGHTS OF THE FIRST LIEN ADMINISTRATIVE
AGENT AND THE SECOND LIEN ADMINISTRATIVE AGENT UNDER THE PLEDGE AGREEMENTS UNTIL
THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL OBLIGATIONS (AS SUCH TERM IS
DEFINED IN EACH OF THE RESPECTIVE CREDIT AGREEMENTS) AND TERMINATION OF ALL
COMMITMENTS TO LEND UNDER THE FIRST LIEN CREDIT AGREEMENT.
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, THE MEDICARE AND MEDICAID PROGRAMS, APPLICABLE STATE
LAW AND REGULATIONS, AND OTHER LICENSING AND ACCREDITATION AUTHORITIES.
9.2
RELATIONSHIP OF PARTIES.
IN THE EXERCISE OF
THEIR RESPECTIVE RIGHTS AND THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS
UNDER THIS AGREEMENT, PMG AND SHAREHOLDER, ON THE ONE HAND, AND PMS (OR ANY
ASSIGNEE), ON THE OTHER HAND, ARE ACTING IN THE CAPACITY OF THE GRANTOR AND
GRANTEE OF AN OPTION TO PURCHASE ALL OR A PORTION OF THE ASSETS AND/OR STOCK,
AND NOTHING IN THIS AGREEMENT IS INTENDED NOR SHALL BE CONSTRUED TO CREATE
BETWEEN THE PARTIES AN EMPLOYER/EMPLOYEE RELATIONSHIP, A PARTNERSHIP OR JOINT
VENTURE RELATIONSHIP OR A LANDLORD/TENANT RELATIONSHIP.
9.3
ASSIGNMENT.
ALL OF PMS'S RIGHTS AND DUTIES
UNDER THIS AGREEMENT MAY BE ASSIGNED OR DELEGATED BY PMS OR HOLDINGS, INCLUDING
BUT NOT LIMITED TO AN ASSIGNMENT TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS
ADMINISTRATIVE AGENT AND/OR CONTROL AGENT UNDER THE CREDIT
7
AGREEMENTS (SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT AS SUCH TERM IS
DEFINED IN THE CREDIT AGREEMENTS); PROVIDED, HOWEVER, THAT PMS OR HOLDINGS,
SHALL GIVE WRITTEN NOTICE OF ANY SUCH ASSIGNMENT TO PMG AND SHAREHOLDER WITHIN A
REASONABLE TIME PERIOD.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NEITHER THIS AGREEMENT NOR THE RIGHTS AND DUTIES OF THIS AGREEMENT MAY BE
ASSIGNED OR DELEGATED BY PMG OR SHAREHOLDER.
THIS AGREEMENT BINDS THE
SUCCESSORS, HEIRS, AND AUTHORIZED ASSIGNEES OF THE PARTIES.
9.4
ENTIRE AGREEMENT.
EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT AND THE PLEDGE AGREEMENTS TO THE CONTRARY, THIS
AGREEMENT, INCLUDING ITS INCORPORATED EXHIBITS, CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE OPTION, AND SUPERSEDES ALL OTHER AND
PRIOR AGREEMENTS ON THE SAME SUBJECT, WHETHER WRITTEN OR ORAL AND CONTAINS ALL
OF THE COVENANTS AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY,
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT NO REPRESENTATIONS, INDUCEMENTS,
PROMISES, OR AGREEMENTS, ORALLY OR OTHERWISE, HAVE BEEN MADE BY ANY OTHER PARTY
HERETO, OR BY ANYONE ACTING ON BEHALF OF