TO SUCH
DATE SHALL BE AT THE SOLE DISCRETION OF BANK.
16.
CONDITIONS PRECEDENT. BANK'S OBLIGATIONS HEREUNDER ARE CONTINGENT
UPON RECEIPT BY BANK OF THE FOLLOWING, EACH OF WHICH SHALL BE IN FORM AND
CONTENT SATISFACTORY TO BANK:
(A)
PROMISSORY NOTES. A FULLY EXECUTED AMENDED AND RESTATED PROMISSORY
NOTE IN THE FACE AMOUNT OF ELEVEN MILLION DOLLARS ($11,000,000.00) ("SECOND A/R
NOTE") AND A FULLY EXECUTED TERM NOTE C.
(B)
CERTIFICATES AND RESOLUTIONS. AN OFFICER'S CERTIFICATE OF EACH
BORROWER CERTIFYING (I) THE AUTHORIZING RESOLUTION OF THE BOARD OF DIRECTORS,
MEMBERS OR MANAGERS, AS APPLICABLE, OF EACH BORROWER TO EXECUTE AND PERFORM THE
TERMS AND CONDITIONS OF THIS AMENDMENT AND EACH OF THE DOCUMENTS EXECUTION IN
CONNECTION HEREWITH, (II) THE INCUMBENCY OF THE OFFICERS, BOARD MEMBERS, MEMBERS
OR MANAGERS, AS APPLICABLE, OF SUCH BORROWER, AND (III) THAT EXCEPT AS PROVIDED
FOR THEREIN, THERE HAS BEEN NO CHANGE IN THE FORMATION AND GOVERNING DOCUMENTS
OF SUCH BORROWER SINCE THE DELIVERY OF COPIES OF SUCH DOCUMENTS TO BANK ON
AUGUST 25, 2006, WITH RESPECT TO OPTASIA AND EMBEDDED, AND NOVEMBER 29, 2006,
WITH RESPECT TO INFOLOGIX. IF THERE HAS BEEN A CHANGE IN THE FORMATION AND/OR
GOVERNING DOCUMENTS OF ANY BORROWER, A COPY OF SUCH FORMATION AND/OR GOVERNING
DOCUMENT (ALONG WITH ALL AMENDMENTS AND MODIFICATIONS THERETO) SHALL BE
DELIVERED TO BANK ALONG WITH A CERTIFICATION FROM THE APPLICABLE BORROWER THAT
SUCH DOCUMENT IS A TRUE AND CORRECT COPY OF THE FORMATION AND/OR COVERING
DOCUMENT THROUGH THE DATE OF SUCH CERTIFICATE.
(C)
GOOD STANDING CERTIFICATES. A GOOD STANDING CERTIFICATE FROM THE
STATE OF INCORPORATION OF EACH BORROWER CERTIFYING TO THE GOOD STANDING AND
STATUS OF SUCH BORROWER, GOOD STANDING/FOREIGN QUALIFICATION CERTIFICATES FROM
ALL OTHER JURISDICTIONS IN WHICH ANY BORROWER IS REQUIRED TO BE QUALIFIED TO DO
BUSINESS.
(D)
ACQUISITION DOCUMENTS. COPIES OF ALL ITEMS REQUIRED TO BE
DELIVERED TO BANK PURSUANT TO SECTION 10 OF THE FIRST AMENDMENT IN CONNECTION
WITH THE ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF HEALTHCARE
INFORMATICS ASSOCIATES, INC. (THE "PROPOSED ACQUISITION"), INCLUDING, WITHOUT
LIMITATION (I) COPIES OF ALL DOCUMENTS, INCLUDING ALL RELATED SCHEDULES AND
EXHIBITS, EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE PROPOSED ACQUISITION;
(II) INTERIM FINANCIAL STATEMENTS OF HEALTHCARE INFORMATICS ASSOCIATES, INC.
PREPARED ON A CASH BASIS FOR THE PERIOD ENDED SEPTEMBER 28, 2007 ALONG WITH A
CERTIFICATION BY JAY ROBERTS THAT SUCH STATEMENTS ARE MATERIALLY CORRECT AND
COMPLETE AND (III) A SUBORDINATION AGREEMENT REGARDING, INTER ALIA, THE PORTION
OF THE ACQUISITION CONSIDERATION REPRESENTED BY A PROMISSORY NOTE ISSUED BY
BORROWER TO HEALTHCARE INFORMATICS ASSOCIATES, INC. AND/OR TO BE PAID AFTER THE
CLOSING DATE UNDER THE ACQUISITION DOCUMENTS (THE "SELLER SUBORDINATION
AGREEMENT").
17.
POST-CLOSING CONDITIONS. BORROWER SHALL DELIVER TO BANK THE
FOLLOWING, WITHIN THE TIME PERIODS PROVIDED FOR BELOW, EACH OF WHICH SHALL BE IN
FORM AND CONTENT SATISFACTORY TO BANK:
(A)
ON OR PRIOR TO OCTOBER 15, 2007, AUDITED FINANCIAL STATEMENTS OF
HEALTHCARE INFORMATICS ASSOCIATES, INC. FOR THE FISCAL YEAR ENDED 2004, 2005 AND
2006.
8
(B)
ON OR PRIOR TO OCTOBER 31, EITHER (I) A