TO ENGAGE IN BUSINESS IN ITS JURISDICTION OF
INCORPORATION OR ORGANIZATION AND IN EACH OTHER JURISDICTION WHERE ITS
OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS
REQUIRES SUCH QUALIFICATION, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(VIII)
A FAVORABLE OPINION OF THEODORA ORINGHER MILLER & RICHMAN PC,
COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER, AS TO THE MATTERS SET FORTH IN EXHIBIT I AND SUCH OTHER MATTERS
CONCERNING THE LOAN PARTIES AND THE LOAN DOCUMENTS AS THE REQUIRED LENDERS MAY
REASONABLY REQUEST;
(IX)
A COPY OF THE OPINION OF COUNSEL TO THE PROMED ENTITIES IN THE
FORM ATTACHED AS AN EXHIBIT TO THE ACQUISITION AGREEMENTS FOR THE PROMED
ACQUISITION, WHICH IS ADDRESSED AND DELIVERED TO HOLDINGS AND GROUP IN
CONNECTION WITH THE PROMED ACQUISITION, TOGETHER WITH A RELIANCE LETTER
ADDRESSED TO THE ADMINISTRATIVE AGENT THAT STATES THAT THE ADMINISTRATIVE AGENT
AND THE LENDERS MAY RELY THEREON;
(X)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH LOAN PARTY EITHER
(A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE CONSUMMATION BY SUCH LOAN PARTY OF THE TRANSACTION AND THE
EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND THE VALIDITY AGAINST
SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND SUCH CONSENTS,
LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND EFFECT, OR (B) STATING THAT NO
SUCH CONSENTS, LICENSES OR APPROVALS ARE SO REQUIRED;
(XI)
A CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF EACH
BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND
(B) HAVE BEEN SATISFIED (B) THAT OTHER THAN AS REPORTED IN HOLDINGS' 10-Q
QUARTERLY REPORT AS OF MARCH 31, 2007 ON FILE WITH THE SEC, THERE HAS BEEN NO
EVENT OR CIRCUMSTANCE (I) SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS
THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT OR (II) SINCE SEPTEMBER 30, 2006 THAT
HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE CHANGE IN, OR A MATERIAL ADVERSE EFFECT ON, THE
OPERATIONS, BUSINESS, ASSETS, PROPERTIES, LIABILITIES (ACTUAL OR CONTINGENT),
CONDITION (FINANCIAL OR
57
OTHERWISE) OR PROSPECTS OF THE PROMED ENTITIES AND THEIR SUBSIDIARIES TAKEN AS A
WHOLE, AND (C) THAT (W) AFTER A $1,000,000 PRO FORMA ADJUSTMENT TO THE EBITDA OF
THE PROMED ENTITIES AND THE $4,100,000 OF PRO FORMA ADJUSTMENTS TO THE
CONSOLIDATED EBITDA OF THE BORROWER AND ITS SUBSIDIARIES, THE CONSOLIDATED
SENIOR LEVERAGE RATIO OF THE BORROWERS AND THEIR SUBSIDIARIES (AFTER GIVING PRO
FORMA EFFECT TO THE PROMED ACQUISITION AND GIVING EFFECT TO ALL CREDIT
EXTENSIONS TO BE MADE ON THE CLOSING DATE) IS NOT GREATER THAN 2.4 TO 1.0, (X)
CONSOLIDATED ADJUSTED EBITDA OF THE BORROWERS AND THEIR SUBSIDIARIES FOR THE
TWELVE MONTH PERIOD ENDED MARCH 31, 2007 (CALCULATED AS IF THE PROMED
ACQUISITION