ANY RENEWALS THEREOF REQUIRED BY SUCH HMO UNDER THE TERMS OF THE CAPITATED
CONTRACT; AND
(I)
INDEBTEDNESS OF THE BORROWERS AND GUARANTORS UNDER THE SECOND LIEN LOAN
DOCUMENTS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED AT ANY TIME OF
$50,000,000 LESS THE AMOUNT OF ANY PERMANENT REPAYMENTS OR PREPAYMENTS THEREOF.
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7.03
Investments.
Make or hold any Investments, except:
(A)
INVESTMENTS HELD BY EITHER BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES IN THE FORM OF CASH EQUIVALENTS;
(B)
(I) INVESTMENTS BY EITHER BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES
IN THEIR RESPECTIVE SUBSIDIARIES (OTHER THAN AN EXCLUDED SUBSIDIARY) OUTSTANDING
ON THE DATE HEREOF AND (II) ADDITIONAL INVESTMENTS BY EITHER BORROWER OR THEIR
RESPECTIVE SUBSIDIARIES IN LOAN PARTIES (OTHER THAN HOLDINGS AND THE EXCLUDED
SUBSIDIARY);
(C)
INVESTMENTS CONSISTING OF EXTENSIONS OF CREDIT IN THE NATURE OF ACCOUNTS
RECEIVABLE OR NOTES RECEIVABLE ARISING FROM THE GRANT OF TRADE CREDIT IN THE
ORDINARY COURSE OF BUSINESS, AND INVESTMENTS RECEIVED IN SATISFACTION OR PARTIAL
SATISFACTION THEREOF FROM FINANCIALLY TROUBLED ACCOUNT DEBTORS TO THE EXTENT
REASONABLY NECESSARY IN ORDER TO PREVENT OR LIMIT LOSS;
(D)
GUARANTEES PERMITTED BY SECTION 7.02;
(E)
INVESTMENTS EXISTING ON THE DATE HEREOF (OTHER THAN THOSE REFERRED TO IN
SECTION 7.03(B)(I)) AND SET FORTH ON SCHEDULE 5.08(E);
(F)
INVESTMENTS BY THE BORROWERS IN SWAP CONTRACTS PERMITTED UNDER
SECTION 7.02(A);
(G)
THE PURCHASE OR OTHER ACQUISITION OF ALL OF THE EQUITY INTERESTS IN, OR
ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OF, ANY PERSON THAT, UPON THE
CONSUMMATION THEREOF, WILL BE WHOLLY-OWNED DIRECTLY BY EITHER OF THE BORROWERS
OR ONE OR MORE OF THEIR WHOLLY-OWNED SUBSIDIARIES (INCLUDING AS A RESULT OF A
MERGER OR CONSOLIDATION); PROVIDED THAT, WITH RESPECT TO EACH PURCHASE OR OTHER
ACQUISITION MADE PURSUANT TO THIS SECTION 7.03(G):
(I)
ANY SUCH NEWLY-CREATED OR ACQUIRED SUBSIDIARY SHALL COMPLY WITH
THE REQUIREMENTS OF SECTION 6.12;
(II)
THE LINES OF BUSINESS OF THE PERSON TO BE (OR THE PROPERTY OF
WHICH IS TO BE) SO PURCHASED OR OTHERWISE ACQUIRED SHALL BE SUBSTANTIALLY THE
SAME LINES OF BUSINESS AS ONE OR MORE OF THE PRINCIPAL BUSINESSES OF EITHER OF
THE BORROWERS OR THEIR RESPECTIVE SUBSIDIARIES IN THE ORDINARY COURSE;
(III)
SUCH PURCHASE OR OTHER ACQUISITION SHALL NOT INCLUDE OR RESULT IN
ANY CONTINGENT LIABILITIES THAT COULD REASONABLY BE EXPECTED TO BE MATERIAL TO
THE BUSINESS, FINANCIAL CONDITION, OPERATIONS OR PROSPECTS OF THE BORROWERS AND
THEIR SUBSIDIARIES, TAKEN AS A WHOLE (AS DETERMINED IN GOOD FAITH BY THE BOARD
OF DIRECTORS (OR THE PERSONS PERFORMING SIMILAR FUNCTIONS) OF SUCH BORROWER OR
SUCH SUBSIDIARY IF THE BOARD OF DIRECTORS IS OTHERWISE APPROVING SUCH
TRANSACTION AND, IN EACH OTHER CASE, BY A RESPONSIBLE OFFICER);
(IV)
THE TOTAL CASH AND NONCASH CONSIDERATION (INCLUDING ALL
INDEMNITIES, EARNOUTS AND OTHER CONTINGENT PAYMENT OBLIGATIONS TO, AND THE
AGGREGATE AMOUNTS
98
PAID OR TO BE PAID UNDER NONCOMPETE, CONSULTING AND OTHER AFFILIATED AGREEMENTS
WITH, THE SELLERS THEREOF, ALL WRITE-DOWNS OF PROPERTY AND RESERVES FOR
LIABILITIES WITH RESPECT THERETO AND ALL ASSUMPTIONS OF DEBT, LIABILITIES AND
OTHER OBLIGATIONS IN