(l). The Borrower has not changed its name (whether by amendment of its certificate of formation, by reorganization or otherwise) or its jurisdiction of organization and has not changed its location within the four (4) months preceding the Closing Date.
(l). Section 7.02(l) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:
(l) the conversion of Class A Units (as defined in the US Borrower Partnership Agreement) into common Equity Interests of the US Borrower in accordance with the terms set forth in the US Borrower Partnership Agreement, (i) transactions pursuant to the Development Transactions, (j) transactions approved by the conflicts committee of the General Partner in good faith in accordance with the US Borrower Partnership Agreement and (k) the SPE Transactions.
(l). Schedule 1.1(l) of the Program Agreement is hereby amended by replacing such Schedule in its entirety with Schedule 1.1(l) attached hereto.
(l). The Borrower shall not make any Acquisitions without approval by the Lender prior to the Collateral Release Date provided thereafter, that Borrower shall not need the approval of the Lender to make Permitted Acquisitions (as defined below) of up to (x) $5,000,000 in aggregate purchase price in the first twelve month period immediately following the Collateral Release Date, (ii) $10,000,000 in aggregate purchase price thereafter. For purposes of this Agreement, Permitted Acquisitions are Acquisitions meeting the following requirements or otherwise approved by the Lenders:
(l). Section 4.15(l) of the Merger Agreement is hereby deleted and replaced in its entirety with the following: “All of the outstanding equity securities of Merger Sub are owned directly by Acquisition Sub. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent or Acquisition Sub may acquire any equity security of Merger Sub. Merger Sub owns no assets, and has engaged in no activities, other than those necessary to effectuate the Merger. All of the outstanding equity securities of Acquisition Sub are owned directly by Parent. Acquisition Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Acquisition Sub. Acquisition Sub owns no assets, and has engaged in no activities, other than those necessary to effectuate the Second Merger. No election has been filed to cause Acquisition Sub to be classified as a corporation for federal Tax purposes.”
(l). T.D., vacation, or other leaves of absence to a maximum of six (6) months or maternity and parental leaves up to a maximum of fifty-two (52) weeks), a full-time position will be deemed to exist and will be filled in accordance with Article 11.3
(l). Section III(L) shall have the following added to the end of such Section: If Physician is not selected to participate in the MA Plan, VIVA Health will provide written notice to the Physician of the reason for the denial.
(l). Section 4(l) of the Agreement is hereby amended to read in its entirety as follows:
(l). The Constituent Document of the Funds and each Investor’s Subscription Agreement (and any related Side Letter) set forth the Investor’s entire agreement regarding its Capital Commitment.
