BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID AND (II) ALL
FEES REQUIRED TO BE PAID TO THE LENDERS ON OR BEFORE THE CLOSING DATE SHALL HAVE
BEEN PAID.
(C)
UNLESS WAIVED BY THE ADMINISTRATIVE AGENT, THE BORROWERS SHALL
HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE
AGENT (DIRECTLY TO SUCH COUNSEL IF REQUESTED BY THE ADMINISTRATIVE AGENT) TO THE
EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE WITH REASONABLE SPECIFICITY AND
TIME TO REVIEW AND ADDRESS ANY REASONABLE OBJECTIONS OF BORROWERS, PLUS SUCH
ADDITIONAL AMOUNTS OF SUCH FEES, CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE
ITS REASONABLE ESTIMATE OF SUCH FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO
BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE
SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN THE BORROWERS
AND THE ADMINISTRATIVE AGENT).
(D)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR BEFORE JUNE 10, 2007.
(E)
THE LENDERS SHALL HAVE COMPLETED A DUE DILIGENCE INVESTIGATION AND
FILED AUDIT OF THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES IN SCOPE, AND
WITH RESULTS, SATISFACTORY TO THE LENDERS, AND SHALL HAVE BEEN GIVEN SUCH ACCESS
TO THE MANAGEMENT, RECORDS, BOOKS OF ACCOUNT, CONTRACTS AND PROPERTIES OF THE
BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES AND SHALL HAVE RECEIVED SUCH
FINANCIAL, BUSINESS AND OTHER INFORMATION REGARDING EACH OF THE FOREGOING
PERSONS AND BUSINESSES AS THEY SHALL HAVE REQUESTED.
(F)
THE PROMED ACQUISITION DOCUMENTS SHALL BE IN FULL FORCE AND
EFFECT.
(G)
THE PROMED ACQUISITION SHALL HAVE BEEN CONSUMMATED SIMULTANEOUS
HEREWITH STRICTLY IN ACCORDANCE WITH THE TERMS OF THE PROMED ACQUISITION
DOCUMENTS, WITHOUT ANY WAIVER OR AMENDMENT NOT CONSENTED TO BY THE LENDERS OF
ANY TERM, PROVISION OR CONDITION SET FORTH THEREIN, AND IN COMPLIANCE WITH ALL
APPLICABLE REQUIREMENTS OF LAW.
(H)
THE PROMED ACQUISITION SHALL HAVE BEEN CONSUMMATED STRICTLY IN
ACCORDANCE WITH THE TERMS OF THE PROMED ACQUISITION DOCUMENTS, WHICH TERMS SHALL
BE SATISFACTORY TO THE ADMINISTRATIVE AGENT; THE ADMINISTRATIVE AGENT SHALL BE
SATISFIED WITH THE TERMS OF ANY ADDITIONAL FINANCING PROVIDED TO THE LOAN
PARTIES IN CONNECTION WITH THE PROMED ACQUISITION; THE AGGREGATE "MERGER
CONSIDERATION" AND "PURCHASE PRICE" (AS SUCH TERMS ARE DEFINED IN THE PROMED
ACQUISITION DOCUMENTS) SHALL INCLUDE A MINIMUM STOCK CONTRIBUTION BY THE
BORROWERS AND THEIR AFFILIATES VALUED AT LEAST $6,960,000 OR 14.5% OF THE
PURCHASE PRICE
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INCLUDING REASONABLE ASSURANCE THAT BORROWERS ARE NOT ISSUING MORE THAN 19.99%
OF THE OUTSTANDING SHARES OF COMMON STOCK OF HOLDINGS ON THE CLOSING DATE.
(I)
ALL LOANS MADE BY THE LENDERS TO THE BORROWERS SHALL BE IN FULL
COMPLIANCE WITH THE FRB'S MARGIN REGULATIONS.
(J)
THERE SHALL NOT BE ANY ACTION, SUIT, INVESTIGATION OR PROCEEDING
PENDING OR, TO THE KNOWLEDGE OF EITHER OF THE BORROWERS, THREATENED IN ANY COURT
OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT COULD REASONABLY BE
EXPECTED TO (I) HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS, ASSETS,
PROPERTIES, LIABILITIES (ACTUAL OR CONTINGENT), OPERATIONS OR CONDITION
(FINANCIAL OR OTHERWISE) OF THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES AND
AFFILIATES, TAKEN AS A WHOLE,