EFFECT TO THE TRANSACTIONS, FROM THE
CHIEF FINANCIAL OFFICER OF UHS ON BEHALF OF UHS (THE "SOLVENCY CERTIFICATE").
(B)
SINCE DECEMBER 31, 2006, THERE SHALL NOT HAVE OCCURRED ANY EVENT,
CIRCUMSTANCE OR OCCURRENCE THAT, EITHER SEPARATELY OR TOGETHER WITH ALL OTHER
SUCH EVENTS, CIRCUMSTANCES OR OCCURRENCES, THAT HAS HAD OR COULD REASONABLY BE
EXPECTED TO HAVE, A TARGET MATERIAL ADVERSE EFFECT.
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(C)
(I) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5, IN
EACH CASE SOLELY AS THEY RELATE TO THE BORROWERS, SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE AND (II) THE CLOSING DATE
REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS.
(D)
THE ACQUISITION SHALL HAVE BEEN CONSUMMATED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT DATED APRIL 15,
2007 WITHOUT WAIVER OR AMENDMENT OF ANY PROVISION OR CONDITION THEREOF THAT IS
MATERIALLY ADVERSE TO THE LENDERS (AS REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT), UNLESS CONSENTED TO BY THE ADMINISTRATIVE AGENT.
(E)
NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM SUCH PROPOSED INITIAL
CREDIT EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREFROM.
(F)
PRIOR TO OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE INITIAL
CREDIT EXTENSIONS, THE BORROWERS SHALL HAVE RECEIVED AT LEAST $460,000,000 IN
GROSS CASH PROCEEDS FROM (I) THE ISSUANCE AND SALE OF THE SENIOR NOTES AND THE
SENIOR PIK/TOGGLE NOTES, OR (II) ANY COMBINATION OF THE FOREGOING.
(G)
PRIOR TO OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE INITIAL
CREDIT EXTENSIONS, THE EQUITY CONTRIBUTIONS SHALL HAVE BEEN FUNDED IN FULL.
(H)
ALL FEES AND EXPENSES REQUIRED TO BE PAID ON OR BEFORE THE CLOSING
DATE AND INVOICED (WITH REASONABLY SUPPORTING DOCUMENTATION) AND DELIVERED TO
THE BORROWERS BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID IN FULL IN CASH.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL DOCUMENTATION
AND OTHER INFORMATION WITH RESPECT TO EACH LOAN PARTY REQUIRED BY REGULATORY
AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION, THE PATRIOT ACT.
SECTION 4.02. Conditions to All Credit Extensions After the Closing Date. The
obligation of each Lender to honor any Request for Credit Extension (other than
in connection with (i) a Credit Extension to be made on the Closing Date, or
(ii) a Committed Loan Notice requesting only a conversion of Loans to the other
Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction (or
waiver) of the following conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH BORROWER AND EACH OTHER
LOAN PARTY CONTAINED IN ARTICLE 5 OR ANY OTHER LOAN DOCUMENT SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH CREDIT EXTENSION,
EXCEPT (I) TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY
REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE AND (II) THAT FOR PURPOSES OF THIS
SECTION 4.02, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.05(A)