HAD OCCURRED ON THE FIRST DAY OF EACH SUCH TWELVE-MONTH PERIOD) IS
GREATER THAN $19,500,000, (Y) THE TOTAL MEMBERSHIP OF BORROWERS AND THEIR
SUBSIDIARIES (INCLUDING THE PROMED ENTITIES) IS NOT LESS THAN 245,000, AND (Z)
BORROWERS AND THEIR SUBSIDIARIES (INCLUDING THE PROMED ENTITIES) HAVE
UNRESTRICTED AND UNENCUMBERED CASH AS OF THE CLOSING DATE IN AN AMOUNT NOT LESS
THAN $18,000,000;
(XII)
CERTIFICATES ATTESTING TO THE SOLVENCY OF EACH LOAN PARTY AND
EACH OF THE PROMED ENTITIES BEFORE AND AFTER GIVING EFFECT TO THE TRANSACTION,
FROM ITS CHIEF FINANCIAL OFFICER;
(XIII)
CERTIFIED COPIES OF EACH EMPLOYMENT AGREEMENT AND OTHER
COMPENSATION ARRANGEMENT WITH EACH EXECUTIVE OFFICER OF ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES AS THE ADMINISTRATIVE AGENT SHALL REQUEST;
(XIV)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT, TOGETHER WITH THE
CERTIFICATES OF INSURANCE, NAMING THE ADMINISTRATIVE AGENT, ON BEHALF OF THE
LENDERS, AS AN ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY BE, UNDER ALL
INSURANCE POLICIES MAINTAINED WITH RESPECT TO THE ASSETS AND PROPERTIES OF THE
LOAN PARTIES THAT CONSTITUTES COLLATERAL;
(XV)
COPIES OF ALL GOVERNMENTAL, SHAREHOLDER AND MATERIAL THIRD PARTY
CONSENTS AND APPROVALS NECESSARY OR, IN THE REASONABLE OPINION OF THE
ADMINISTRATIVE AGENT, DESIRABLE IN CONNECTION WITH THE PROMED ACQUISITION AND
THE TRANSACTION AND EVIDENCE OF THE EXPIRATION OF ALL APPLICABLE WAITING PERIODS
WITHOUT ANY ACTION BEING TAKEN BY ANY GOVERNMENTAL AUTHORITY THAT COULD
RESTRAIN, PREVENT OR IMPOSE ANY MATERIAL ADVERSE CONDITIONS ON THE BORROWERS AND
THE GUARANTORS OR THAT COULD SEEK OR THREATEN ANY OF THE FOREGOING, AND THAT NO
LAW OR REGULATION SHALL BE APPLICABLE WHICH IN THE REASONABLE JUDGMENT OF THE
ADMINISTRATIVE AGENT COULD HAVE SUCH EFFECT;
(XVI)
CERTIFIED COPIES OF EACH OF THE RELATED DOCUMENTS, DULY EXECUTED BY
THE PARTIES THERETO, TOGETHER WITH ALL AGREEMENTS, INSTRUMENTS AND OTHER
DOCUMENTS DELIVERED IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT SHALL
REQUEST;
(XVII)
A CERTIFICATE FROM A RESPONSIBLE OFFICER OF HOLDINGS, DATED AS OF
THE CLOSING DATE, STATING THAT (I) ALL CONDITIONS PRECEDENT TO THE PROMED
ACQUISITIONS HAVE BEEN SATISFIED WITHOUT WAIVER OR FORBEARANCE; (II) THE
REPRESENTATIONS AND WARRANTIES OF ALL PARTIES TO THE PROMED ACQUISITION
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS; AND (III) HOLDINGS HAS
GIVEN IRREVOCABLE INSTRUCTIONS TO ITS COUNSEL TO FILE THE NECESSARY MERGER
CERTIFICATES IN ORDER TO CONSUMMATE THE PROMED ACQUISITIONS SUBJECT TO
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RECEIPT OF THE PROCEEDS OF THE LOAN TO FUND THE CASH PORTION OF THE PURCHASE
PRICE OF THE PROMED ACQUISITIONS;
(XVIII)
EVIDENCE THAT THE EXISTING CREDIT AGREEMENT HAS BEEN, OR
CONCURRENTLY WITH THE CLOSING DATE IS BEING, TERMINATED AND ALL LIENS SECURING
OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT HAVE BEEN, OR CONCURRENTLY WITH
THE CLOSING DATE ARE BEING, RELEASED; AND
(XIX)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS, REPORTS,
AUDITS OR OPINIONS AS THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER
REASONABLY MAY REQUIRE.
(B)
(I) ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT AND
THE ARRANGER ON OR