MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
AND THAT EACH BORROWER AND EACH LOAN PARTY IS VALIDLY EXISTING, IN GOOD STANDING
AND QUALIFIED TO ENGAGE IN BUSINESS IN EACH 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;
(IX)
A FAVORABLE OPINION OF THEODORA ORINGHER MILLER AND RICHMAN PC,
COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER, AS TO SUCH MATTERS CONCERNING THE LOAN PARTIES AND THE LOAN DOCUMENTS AS
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY REASONABLY REQUEST;
47
(X)
A FAVORABLE OPINION OF STRATEGIC LAW PARTNERS, LLP, COUNSEL FOR
THE COMPANY AND ITS SUBSIDIARIES, DELIVERED IN CONNECTION WITH THE MERGER WHICH
OPINION IS EITHER (A) ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS OR
(B) ACCOMPANIED BY A RELIANCE LETTER FROM SUCH COUNSEL ADDRESSED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT EXPRESSLY STATES THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS MAY RELY ON SUCH OPINION;
(XI)
EVIDENCE OF THE RECEIPT OF ALL GOVERNMENTAL APPROVALS (INCLUDING
ALL APPLICABLE HEALTHCARE AND OTHER APPLICABLE REGULATORY), SHAREHOLDER AND
THIRD PARTY CONSENTS (INCLUDING HART-SCOTT-RODINO CLEARANCE) AND APPROVALS
NECESSARY OR, IN THE OPINION OF THE ADMINISTRATIVE AGENT, DESIRABLE IN
CONNECTION WITH THE TRANSACTIONS AND THE RELATED FINANCINGS AND OTHER
TRANSACTIONS CONTEMPLATED HEREBY AND EXPIRATION OF ALL APPLICABLE WAITING
PERIODS WITHOUT ANY ACTION BEING TAKEN BY ANY AUTHORITY THAT COULD RESTRAIN,
PREVENT OR IMPOSE ANY MATERIAL ADVERSE CONDITIONS ON THE BORROWERS AND THEIR
SUBSIDIARIES OR SUCH OTHER TRANSACTIONS OR THAT COULD SEEK OR THREATEN ANY OF
THE FOREGOING, AND NO LAW OR REGULATION SHALL BE APPLICABLE WHICH IN THE
REASONABLE JUDGMENT OF THE ADMINISTRATIVE AGENT COULD HAVE SUCH AN EFFECT;
(XII)
A BUSINESS ASSOCIATE AGREEMENT DULY EXECUTED BY EACH LOAN PARTY
AND AMVI/PROSPECT;
(XIII)
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;
(XIV)
EVIDENCE THAT THE BORROWERS HAVE OBTAINED CORPORATE/CORPORATE
FAMILY RATINGS FROM MOODY'S AND S&P, AS APPLICABLE, OF AT LEAST B3/B-,
RESPECTIVELY, AND IN EACH CASE, WITH A STABLE OUTLOOK OR BETTER;
(XV)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH BORROWER
CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND (B) HAVE
BEEN SATISFIED, (B) EXCEPT AS SET FORTH ON SCHEDULE 4.01(A)(XV), THAT THERE HAS
BEEN NO EVENT OR CIRCUMSTANCE SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS
THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE, EITHER