THEREWITH) PAID BY OR ON BEHALF OF THE
RESPECTIVE LOAN PARTY OR SUCH PLEDGED SUBSIDIARY IN CONNECTION WITH SUCH
INVESTMENT; AND
(IV)
(A) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING PRO FORMA
EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING AND (B) IMMEDIATELY AFTER GIVING EFFECT TO SUCH PURCHASE OR
OTHER ACQUISITION, BORROWER AND THE OTHER LOAN PARTIES SHALL BE IN PRO FORMA
COMPLIANCE WITH ALL OF THE COVENANTS SET FORTH IN SECTION 7.11, SUCH COMPLIANCE
TO BE DETERMINED ON THE BASIS OF THE FINANCIAL INFORMATION MOST RECENTLY
DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO
SECTION 6.01(A) OR (B) AS THOUGH SUCH INVESTMENT HAD BEEN CONSUMMATED AS OF THE
FIRST DAY OF THE FISCAL PERIOD COVERED THEREBY;
(I)
INVESTMENTS BY THE BORROWER IN BROTMAN IN THE FORM OF ONE OR MORE
SENIOR UNSECURED LOANS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING
$10,000,000; PROVIDED THAT SUCH INVESTMENTS CAN EXCEED $10,000,000 IF SUCH
INVESTMENTS IN EXCESS OF $10,000,000 ARE FUNDED SOLELY WITH THE PROCEEDS OF
EQUITY INTERESTS OF THE BORROWER ISSUED AFTER THE DATE HEREOF, AND PROVIDED,
FURTHER, THAT IN EACH CASE SUCH INVESTMENTS ARE EVIDENCED BY A PROMISSORY NOTE
THAT HAS BEEN DULY PLEDGED AND DELIVERED TO THE COLLATERAL TRUSTEE PURSUANT TO
THE COLLATERAL AGREEMENT;
(J)
INVESTMENTS IN NUESTRA FAMILIA MEDICAL GROUP AND AMVI/PROSPECT IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES; AND
(K)
OTHER INVESTMENTS NOT EXCEEDING $3,000,000 IN THE AGGREGATE IN ANY
FISCAL YEAR OF BORROWER.
86
SECTION 7.04
FUNDAMENTAL CHANGES.
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE
WITH OR INTO ANOTHER PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A
SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW
OWNED OR HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT, SO LONG
AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM:
(A)
OTHER THAN WHERE PROHIBITED UNDER APPLICABLE LAW (INCLUDING HEALTH
CARE LAW), ANY SUBSIDIARY (OTHER THAN AN EXCLUDED SUBSIDIARY) MAY MERGE WITH
(I) BORROWER, PROVIDED THAT BORROWER SHALL BE THE CONTINUING OR SURVIVING
PERSON, OR (II) ANY ONE OR MORE OTHER SUBSIDIARIES, PROVIDED THAT WHEN ANY LOAN
PARTY (OTHER THAN BORROWER) IS MERGING WITH ANOTHER SUBSIDIARY, SUCH LOAN PARTY
SHALL BE THE CONTINUING OR SURVIVING PERSON;
(B)
TO THE EXTENT PERMITTED UNDER ALL APPLICABLE LAW, ANY SUBSIDIARY
MAY DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY
LIQUIDATION OR OTHERWISE) TO BORROWER OR TO ANOTHER LOAN PARTY;
(C)
IN CONNECTION WITH ANY ACQUISITION PERMITTED UNDER SECTION 7.03,
ANY SUBSIDIARY OF BORROWER (OTHER THAN AN EXCLUDED SUBSIDIARY) MAY MERGE INTO OR
CONSOLIDATE WITH ANY OTHER PERSON OR PERMIT ANY OTHER PERSON TO MERGE INTO OR
CONSOLIDATE WITH IT; PROVIDED THAT (I) THE PERSON SURVIVING SUCH MERGER SHALL BE
A WHOLLY-OWNED SUBSIDIARY OF BORROWER AND (II) IN THE CASE OF ANY SUCH MERGER TO
WHICH ANY LOAN PARTY (OTHER THAN BORROWER) IS A PARTY, SUCH LOAN PARTY IS THE
SURVIVING PERSON; AND
(D)
SO LONG AS NO DEFAULT HAS OCCURRED AND