Common use of Documents Required for the Closing Clause in Contracts

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank the following on the Closing Date: (A) The Notes, duly executed on behalf of Borrower; (B) A certified (as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto; (E) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certification; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.

Documents Required for the Closing. The At Closing, Borrower shall have ---------------------------------- duly delivered to the Bank the following on the Closing Dateexecuted documents to Administrative Agent, in such form and content as may be required by, and acceptable to, Administrative Agent, in its sole discretion: (A) The All of the Notes, dated as of the Closing Date; (B) Security agreements, substantially in the form of Exhibit F attached hereto, financing statements and any other Collateral Documents, and such other documents, acceptable to Administrative Agent and Lenders' counsel, as may be necessary or required under the applicable law to perfect or continue the perfection of the first and prior Lien of Lenders against the Collateral; (C) Guarantees, substantially in the form of Exhibit G attached hereto; (D) Corporate resolutions, and incumbency certificates from the Board of Directors of Borrower authorizing the execution of this Agreement, the Notes, Borrower's Collateral Documents and related documentation, in such form and content as may be required by Administrative Agent or its counsel; (E) Corporate resolutions and incumbency certificates of the Boards of Directors and shareholders' resolutions from each of Guarantors authorizing the execution of the Guarantees and each of Guarantors' Collateral Documents; (F) Certificates of good standing and certified copies of the respective Articles of Incorporation and Bylaws of Borrower and each Guarantor; (G) Written opinion letters from Borrower's and Guarantor's counsel containing legal opinions with respect to the representations and warranties set forth below and opining that: (1) Borrower and each Guarantor are corporations duly executed on behalf organized, validly existing and in good standing under the laws of their respective states of incorporation, are qualified to transact business and are in good standing in those states where the nature of their business or property owned by them require qualification, and Guarantors are wholly-owned Subsidiaries of Borrower; (B2) A certified Borrower and each Guarantor has capacity (as statutory and otherwise) and power to execute and deliver this Agreement, to borrow money hereunder, to grant the Collateral required hereunder, to execute and deliver the Notes, the Guarantees and the Collateral Documents, and to perform their obligations hereunder and thereunder; and (3) All corporate action by Borrower and each Guarantor and all consents and approvals of any persons necessary to the date of the Closing hereof) copy of resolutions of board of directors of Borrower authorizing the execution, delivery and performance validity of this Agreement, the Notes, the Guarantees, the Collateral Documents Documents, and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing hereunder has been duly obtained; this Agreement, the Notes, the Guarantees, the Collateral Documents documents, and each such other document to be delivered pursuant hereto documents executed in connection herewith, are legal, valid, binding and enforceable in accordance with their respective terms and do not conflict with any provision of the charter or theretobylaws of Borrower or any Guarantor or any applicable laws or any other agreement binding Borrower or any of Guarantors or its or their respective properties; (E4) A copy, certified as The procedures contemplated with respect to the perfection of the most recent date practicable by Liens on the appropriate Secretary Collateral are good and sufficient in form, under applicable law, to perfect first and prior Liens on the Collateral in favor of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certificationLenders; (F5) CertificatesNo legal or administrative proceedings exist or are threatened against Borrower or any Guarantor, as of the most recent dates practicablewhich substantially adversely affect their respective conditions, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue financial or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel;otherwise. (H) A certificateWith respect to any Advance required at Closing upon which Borrower desires to elect a LIBOR based interest rate, dated Borrower shall have delivered notice of its election with respect thereto, not later than the date of second (2nd) Banking Day before the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the ClosingClosing Date; (2I) No Event Borrower shall provide Administrative Agent with a listing of Default hereunder, all assets titled or untitled and no event which, with the giving locations of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closingassets owned by Borrower and each Guarantor; (3J) No material adverse change has occurred in Five (5) days prior to the Borrower's financial condition since that reflected in the most recent Financial Statements Closing Date, Borrower shall have delivered to BankAdministrative Agent all schedules required to be delivered by it hereunder; and (4K) All conditions to Closing set forth in this Agreement have been fulfilledSuch other documentation as may reasonably be required by Administrative Agent or Lenders' counsel.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Lender, prior to the following on initial Advance (the Closing Date"Closing"), the following: (A) The Notes, Note duly executed on behalf of by the Borrower, in the form attached hereto as Exhibit 2.03; (B) The Financial Statements; (C) The UCC Financing Statements and other instruments required by Article 4.0; (D) The fully executed Landlord's Consent and Waiver, in the form attached hereto as Exhibit 1.20; (E) A copy, certified (as of the date of the Closing hereof) copy Closing, of resolutions of the board of directors of Borrower the Borrower, authorizing the execution, delivery delivery, and performance of this Agreement, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentDocuments, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretoin connection herewith; (EF) A copy, certified as of the date of the Closing, of the Borrower's bylaws; (G) A certificate of the corporate secretary or assistant secretary of the Borrower, dated the date of the Closing, as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Note, the Collateral Documents, and each other document to be delivered pursuant hereto; (H) A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe State of Delaware, of the Certificate of Incorporation of the Borrower's articles of incorporation, and all amendments thereto, together with a certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary of the Borrower to the effect that such certificate Certificate of incorporation Incorporation has not been further amended since the date of the aforesaid certificationcertification of the Secretary of the State of Delaware; (FI) Certificates of legal existence (long form) and good standing dated as of the most recent date practicable, issued by the Secretary of the State of Delaware and Secretary of the Commonwealth of Massachusetts as to the legal existence and good standing of the Borrower, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary of the Borrower to the effect that nothing has occurred since issuance of the Certificates of Legal Existence and Good Standing that would prevent either the Secretary of the State of Delaware of the Secretary of the Commonwealth of Massachusetts from issuing updated Certificates; (J) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Secretary of State, the State of Delaware and the Secretary of State the Commonwealth of Massachusetts and of the secretary of state of each other state in which the Borrower is qualified as a foreign corporationcorporation and, and if applicable, of the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to the Borrower, together with a certificate (dated the date of the Closing and addressed Closing) of the corporate secretary or assistant secretary of the Borrower to the Bank, in form and substance satisfactory to Bank and its counseleffect that nothing has occurred since issuance of the Certificates of Good Standing that would prevent the respective Departments of Revenue from issuing updated Certificates; (HK) A certificate, dated the date of the Closing, signed by the president or a vice president of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement 5.01 are true, complete and correct true as of the date of the Closing;; and (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closingsuch date; (3L) No material adverse change has occurred Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on Exhibit 1.36 and fully executed Subordination Agreements with respect to such Subordinated Indebtedness in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered form and substance satisfactory to BankLender; and (4M) All conditions to Closing set forth in this Agreement have been fulfilledA certificate of insurance as required by Section 6.01(D).

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The ARC Guaranty, duly executed on behalf of Borrowerby the Guarantor, and the SARC/Ft. Myers Guaranty, duly executed by SARC/Ft. Myers; (Bx) A The Pledge Agreement in the form xxxxxhed hereto as Exhibit D-1 duly executed by SARC/Ft. Myers, and the Pledge Agreement in the form attached hereto as Exhibxx X-2 duly executed by ARC Financial Services Corporation; (d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.; (e) Landlord's Lien Waiver, Estoppel, and Agreement in form and substance acceptable to Bank, duly executed by Borrower's Landlord; (f) Copies of the resolutions of the board of directors of Borrower, of the board of directors of the Guarantor, and of the board of directors of SARC/Ft. Myers, respectively, certified (by the corporate secretary or assistaxx xxcretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Eg) A copycopy of the Constituent Documents of the Borrower, the Surgery Center, SARC/Ft. Myers and Guarantor, certified as of the most recent date practicable practicablx, xx the applicable Secretary of State or by the appropriate Secretary secretary of Statesuch Person, of Borrower's articles of incorporation, together with a as applicable; (h) A certificate (dated the date of the Closing) Closing of the secretary of Borrower's corporate secretary or assistant secretary , the Guarantor and SARC/Ft. Myers as to the effect that such certificate incumbency and signatures of incorporation has not been amended since their respective officexx xxecuting this Agreement, the date of Note, the aforesaid certificationARC Guaranty, the SARC/Ft. Myers Guaranty, the Collateral Documents, and each other document to xx xelivered pursuant hereto; (Fi) CertificatesWith respect to Borrower, the Surgery Center, SARC/Ft. Myers and Guarantor, certificates, as of the most recent dates practicablepractxxxxxe, of the aforesaid Secretaries of State, issued by the Secretary of State of each the state in which Borrower is qualified as a foreign corporation, and the department of revenue such Person was incorporated or taxation of each of the foregoing states, formed as to the subsistence and existence and/or good standing of Borrowersuch Person; (Gj) A written opinion of counsel to the Borrower, SARC/Ft. Myers and Guarantor dated the date of the Closing and addressed to the BankClosing, in form and substance satisfactory to Bank and its counsel;satisfactxxx xo the Bank. (Hk) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the Borrower and the Guarantor to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4iii) All conditions to Closing set forth of the Collateral Documents are in this Agreement have been fulfilledfull force and effect.

Documents Required for the Closing. The Borrower Prior to the disbursement of the Loan, the following instruments and documents, duly executed by all proper Persons shall have ---------------------------------- duly been delivered to the Bank the following on the Closing DateBank: (A) The Notes, duly executed on behalf of BorrowerThis Agreement; (B) The Term Note; (C) The financing statements required by Section 4.5; (D) The lien waivers required by Section 4.6; (1) A certified (certificate of the Borrower's corporate secretary dated as of the date of this Agreement, certifying as to the Closing hereofincumbency and signatures of the officers of the Borrower signing this Agreement, the Term Note, each of the other Loan Documents to be executed by Borrower, and each other document to be delivered pursuant hereto, together with the following documents attached thereto: (a) A copy of the resolutions of the Borrower's board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the NotesTerm Note, each of the Collateral other Loan Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentby Borrower, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered by Borrower pursuant hereto or theretohereto; (Eb) A copy, certified as of the most recent date practicable by the appropriate Secretary secretary of Statestate of the state where the Borrower is incorporated, of the Borrower's articles or certificate of incorporation; and (c) A copy of the Borrower's bylaws; (2) A certificate of the Guarantor's corporate secretary dated as of the date of this Agreement, certifying as to the incumbency and signatures of the officers of the Guarantor signing the Guarantor and each of the other Loan Documents to be executed by Guarantor, and each other document to be delivered pursuant hereto, together with a certificate the following documents attached thereto: (dated the date a) A copy of the Closingresolutions of the Guarantor's board of directors authorizing the execution, delivery and performance of the Guaranty and each of the other Loan Documents to be delivered by Guarantor, and each other document to be delivered by Guarantor pursuant hereto; (b) A copy, certified as of Borrowerthe most recent date practicable by the secretary of state of the state where the Guarantor is incorporated, of the Guarantor's corporate secretary articles or assistant secretary to the effect that such certificate of incorporation has not been amended since the date incorporation; and (c) A copy of the aforesaid certificationGuarantor's bylaws; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries secretary of Statestate of Delaware, the Secretary of State of each state in which Borrower is qualified as a foreign corporationAlabama, Louisiana, and Texas and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of the Borrower; and certificates as of the more recent dates practicable of the secretary of state of Texas and the department of revenue or taxation of such state, as to the good standing of the Guarantor; (G) A written opinion of counsel to BorrowerXxxxx & Xxxxxxx, L.L.P., dated the date of the Closing this Agreement and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred substantially in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.form of Exhibit "B", attached hereto;

Documents Required for the Closing. The Borrower Debtor shall have delivered or ---------------------------------- duly caused to be delivered to Bank, at the Bank signing hereof, the following on following, in form and substance satisfactory to Bank, executed by the Closing Dateapplicable parties and otherwise subject as follows: (Aa) The Notes, duly executed on behalf of Borrower; (Bb) A All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests in the Collateral (subject only to Permitted Liens); (c) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge (i) one hundred percent (100%) of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) of the capital stock of its wholly-owned Subsidiary, EuroBioPharm, and (iii) sixty-six percent (66%) of the capital stock of its wholly-owned Subsidiary, EPIC, Ltd., together with all appropriate stock powers and certificates required to be delivered in connection therewith; (d) The financing statements required by Section 6.07 hereof, necessary to perfect the security interests in the Collateral; (e) Copies of the resolutions of the board of directors and shareholders of Debtor (certified (as of the date Effective Date by the corporate secretary or assistant secretary of the Closing hereofDebtor) copy of resolutions of board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents Notes and each other document and instrument Loan Document to be delivered to Bank pursuant hereto and any other instrument, agreement or document referred to hereinhereto; (Cf) A Copies (certified by the Secretary of State of the state of incorporation and by authorized officers of Debtor) of the articles of incorporation or constituent documents, Articles of Merger evidencing the merger of Bio-Pharm Clinical Services, Inc. with and into Affinity Biotech, Inc. and the subsequent name change from Affinity Biotech, Inc. to IBAH, Inc., and any fictitious name registrations, for Debtor, together with a copy (certified by the secretary or assistant secretary of Debtor) of the by-laws for Debtor and a certificate (dated as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date each of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto; (E) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary such officer to the effect that such certificate of incorporation has the foregoing documents have not been amended since the date of the aforesaid certificationcertifications; (Fg) Certificates, A certificate (dated the Effective Date) of the secretary or assistant secretary of Debtor as to the incumbency and signatures of the officers thereof who are executing this Agreement on the behalf of Debtor and as to the Designated Officers of Debtor; (h) Certificates of good standing and subsistence with respect to Debtor as of the most recent dates practicabledate practicable prior to the Effective Date, of the aforesaid Secretaries of State, the Secretary of State of from each state in which Borrower it is organized or qualified as a foreign corporation, and the department of revenue (or taxation of each of the foregoing states, as to the subsistence and good standing of Borrowerbe qualified) to transact business; (Gi) A written opinion Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date; (j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor; (k) Written opinions of Debtor's legal counsel to Borrower, dated the date of the Closing Effective Date and addressed to the Bank, in form and substance satisfactory to Bank and its counselregarding such legal matters as Bank shall request relating to the subject matter hereof; (Hl) A certificate, dated Certification by the date chief financial officer of the ClosingDebtor that at the Effective Date, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the ClosingDebtor's Net Working Capital shall not be less than $5,000,000.00; (2m) No Event of Default hereunder, and no event which, with Certification by the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as chief financial officer of the date of Debtor that at the ClosingEffective Date, Debtor's minimum cash level shall not be less than $5,000,000.00; (3n) No material adverse change has occurred Certification by the chief financial officer of the Debtor that at the Effective Date, Debtor's maximum liabilities to Tangible Net Worth shall not be less than 1.75:1; (o) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to BankBio-Pharm Clincial Services, GmbH Note and Euro Bio-Pharm, Ltd. Note; (p) The originally executed Bio-Pharm Clinical Services, GmbH Note and Euro Bio-Pharm Ltd. Note; and (4q) All conditions to Closing set forth in this Agreement have been fulfilledSuch other undertakings, instruments and documents as Bank shall require.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Lender, prior to the following on initial disbursement of the Closing DateLoan (the "Closing"), the following: (A) The Notes, Demand Note duly executed on behalf of by the Borrower, in the form attached hereto as Exhibit 2.03; (B) A duly executed Second Amendment to Mortgage and Security Agreement from the Borrower in the form attached hereto as Exhibit 1.01(E); (C) the duly executed Subordination Agreements; (D) A duly executed Perfection Certificate from the Borrower in the form attached hereto as Exhibit 1.01(F); (E) The Guaranty duly executed by the Guarantor in the form attached hereto as Exhibit 1.01(D); (F) A First Amendment to and Ratification of Blocked Account Deposit Agreement duly executed by the Borrower in the form attached hereto as Exhibit 1.01(A); (G) The Financing Statements and other instruments required by Article 4.0; (H) A copy, certified (as of the date of the Closing hereof) copy Closing, of resolutions of the board of directors of Borrower the Borrower, authorizing the execution, delivery delivery, and performance of this Agreement, the NotesDemand Note, the Collateral Documents Loan Documents, and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinhereto; (CI) A copy, certified (as of the date of the Closing) copy , of the bylaws of the Borrower's by- laws; (DJ) A certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary of the Borrower as to the incumbency and specimen signatures of the officers of the Borrower executing signing this Agreement, the NotesDemand Note, the Collateral Documents Loan Documents, and each other document to be delivered pursuant hereto or theretohereto; (EK) A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe State of Delaware, of the Articles of Incorporation of the Borrower's articles of incorporation, and all amendments thereto, together with a certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary of the Borrower to the effect that such certificate Articles of incorporation has Incorporation have not been further amended since the date of the aforesaid certificationcertification of the Secretary of the State of Delaware; (FL) Certificates of tax and corporate good standing dated as of the most recent date practicable, issued by the Commissioner of the Department of Revenue and the Secretary of State of the State of Delaware as to the tax good standing and the legal existence and good legal standing, respectively, of the Borrower; (M) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State The Commonwealth of Massachusetts and of the secretary of state of each other state in which the Borrower is qualified as a foreign corporationcorporation and, and if applicable, of the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of the Borrower; (GN) A written opinion of legal counsel to Borrower, the Borrower dated the date of the Closing and addressed to the BankLender, in form and substance satisfactory to Bank the Lender and its counsel; (HO) A certificate, dated the date of the Closing, signed by the chief executive officer, the president or a vice president of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement 5.01 are true, complete and correct true as of the date of the Closing;; and (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closingsuch date; (3P) No material adverse change has occurred in Copies of all documents evidencing the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bankterms and conditions of any debt specified as Subordinated Indebtedness on Exhibit 1.01(H); and (4Q) All conditions A duly executed Borrowing Base Certificate as of a date not more than one (1) day prior to Closing set forth in this Agreement have been fulfilledthe Closing, acceptable to the Lender and certifying a Borrowing Base of not less than $3,057,559.62.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to Bank, prior to the Bank initial disbursement of any Loan amounts (the "Closing"), the following on the Closing Dateall in form, substance and content satisfactory to Bank and its counsel: (A) The NotesAn opinion letter executed by Xxxxxxx & Xxxxxx, duly executed on behalf of BorrowerP.C.; (B) A The duly executed Note, (Exhibit "A"), having a stated maturity on August 19, 2015, with a face amount of $15,000,000.00, executed by Borrower and payable to the order of Bank; (C) The duly executed Guaranty Agreements (Exhibits "B" and “C”) ("Guaranties"), in form acceptable to Bank signed by Guarantors, together with each Guarantor’s current financial statement as set forth in Section 2.01(E) below; (D) Borrower's current financial statements (the "Borrower Financial Statements") reviewed by its certified public accountant, which shall be satisfactory in form/content to Bank; (E) Guarantors’ current financial statement (the “Guarantor Financial Statements”) reviewed by their certified public accountant, which shall be satisfactory in form/content and substance to Bank (Borrower Financial Statements and Guarantor Financial Statements are collectively referred to herein as the “Financial Statements”); (F) Collateral Assignment of Notes and Liens and Security Agreement (Exhibit "D") ("Assignment"), duly executed by Borrower in favor of Bank, encumbering the Mortgage Paper, acceptable to Bank, including physical possession of the date promissory notes endorsed to Bank and Financing Statements mentioned in Section III; (G) Amendment to Collateral Assignments of Loan Documents (Exhibit “E”), duly executed by Borrower; (H) UCC-1 (Exhibit “F”) Financing Statement, duly executed by Borrower, evidencing Bank’s security interest in the Mortgage Paper; (I) Security Agreement (Exhibit “G”) (“Security Agreement”), duly executed by Borrower in favor of Bank, encumbering the assets of Borrower more particularly described therein (the “Collateral”); (J) UCC-1 (Exhibit “H”) Financing Statement, duly executed by Borrower, evidencing Bank’s security interest in the Collateral; (K) Assignment of Account Agreement, duly executed by Borrower in favor of Bank, assigning the Accounts to Bank to secure the Loan (Exhibit “I”); (L) Unanimous Written Consent of the Closing hereof) copy of resolutions of board of directors Partners of Borrower (Exhibit "J"), authorizing the execution, delivery delivery, and performance of this Agreement, the NotesNote, the Collateral Documents and each all other document and instrument documents to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinat such time; (CM) A certified (as Unanimous Written Consent of the date Members and Managers of UDF IV Finance VI Manager, LLC (Exhibit “K”), authorizing the Closing) copy execution, delivery, and performance of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the NotesNote, the Collateral Documents and each all other document documents to be delivered pursuant hereto or theretoat such time; (EN) A copy, certified as Written Consent of the most recent date practicable by General Partner of United Development Funding III, L.P. (Exhibit "L"), authorizing the appropriate Secretary execution, delivery, and performance of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary this Agreement and all other documents to the effect that be delivered pursuant hereto at such certificate of incorporation has not been amended since the date of the aforesaid certificationtime; (FO) Certificates, as Unanimous Written Consent of the most recent dates practicableBoard of Directors of UMTH Land Development, L.P. (Exhibit "M"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time; (P) Unanimous Written Consent of the aforesaid Secretaries Board of StateDirectors of UMT Services, Inc. (Exhibit "N"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time; (Q) Unanimous Written Consent of the Board of Trustees of United Development Funding IV (Exhibit "O"), authorizing the execution, delivery, and performance of this Agreement, and all other documents to be delivered pursuant hereto at such time; (R) Statute of Frauds Notice (Exhibit “P”) duly executed by Bank, Borrower and Guarantors; (S) Errors and Omissions Letter (Exhibit “Q”) duly executed by Borrower and Guarantors; and (T) A UCC search report from the Secretary of State of each state Texas and the Secretary of State of Delaware revealing no conflicting security interests in which Borrower is qualified the Mortgage Paper, the Collateral, or the Cash Collateral other than as a foreign corporationexpressly permitted by Bank in its sole and absolute discretion. The documents described above and all agreements, notes, guaranties, assignments, security agreements, instruments, affidavits, certificates, and the department of revenue other documents evidencing, securing or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, otherwise furnished by Bank in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, connection with the giving of notice or Loan, including this Agreement, are collectively referred to herein as the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled"Loan Documents".

Documents Required for the Closing. The Borrower Prior to or concurrently with the Closing, the following instruments, documents, and things duly executed by all proper Persons, and all in form and substance reasonably acceptable to Bank, shall have ---------------------------------- duly been delivered to Bank (with the Bank the following on the consummation of Closing Date:being conclusive evidence of Bank’s approval of and satisfaction with such requirements and conditions, unless otherwise agreed in writing): (A) The Notes, duly executed on behalf of BorrowerThis Agreement; (B) A certified The Construction Note; (C) The Completion Guaranty; (D) The Payment Guaranty; (E) The Mortgage, together with the following: (1) Evidence that the Mortgage has been (or will timely be) duly recorded in all filing or recording offices that Bank may deem necessary in order to create a valid first Lien on the Mortgaged Property in favor of Bank and that all filing and recording taxes and fees have been paid, (2) The Title Insurance Policy, with the Required Endorsements and in an amount acceptable to Bank, issued by the Title Insurance Company, insuring the Mortgage to be a valid first Lien on the Mortgaged Property, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Permitted Liens, and providing for such other affirmative insurance as Bank may deem necessary in its commercially reasonable discretion, (3) Evidence that all other action that Bank may deem reasonably necessary in order to create a valid first Lien on the Mortgaged Property has been taken; (F) The Subordination of Development Agreement, together with a copy of the Development Agreement; (G) The Closing Certificates; (H) The Financing Statements, together with evidence that the Financing Statements have been duly recorded in all filing or recording offices that Bank may deem necessary or desirable in order to create a valid first Lien on the Collateral described therein in favor of Bank, and that all filing and recording taxes and fees have been paid; (I) With respect to each Borrower Party (other than a Borrower Party that is an individual), a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the Closing hereofincumbency and signatures of the representative(s) of such Borrower Party signing, as applicable, this Agreement and each of the other Loan Documents, and each other document to be delivered pursuant hereto, together with the following documents attached thereto: (1) A copy of the resolutions of board of directors of Borrower such applicable Person’s Governing Body authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this AgreementLoan Documents, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto, as applicable; (E2) A copy, certified as of the most recent a date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate no more than thirty (dated 30) days prior to the date of this Agreement by the Closingsecretary of state (or similar Governmental Authority) of Borrower's corporate the state, province, or other Jurisdiction where such Person is organized, of such Person’s Organizational Documents filed with such secretary of state (or assistant secretary similar Governmental Authority); (3) A copy of such Person’s other Organizational Documents; (J) A certificate, dated not more than thirty (30) days prior to the effect that such certificate of incorporation has not been amended since the date of this Agreement, of the aforesaid certification; secretary of state (For similar appropriate Governmental Authority) Certificatesof each Jurisdiction in which each Borrower Party (other than a Borrower Party that is an individual) is organized as to the existence and good standing of each such Person within such Jurisdiction, and a certificate, as of the most recent dates date practicable, of the aforesaid Secretaries secretary of State, the Secretary of State state (or similar appropriate Governmental Authority) of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each where any of the foregoing states, Collateral is located as to the subsistence qualification and good standing of BorrowerBorrower as a foreign entity doing business in each such state; (GK) A written opinion of counsel to Borrowerthe Borrower Parties, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the ClosingClosing and addressed to Bank; (2L) No Event of Default hereunder, Financial Statements in form and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closingsubstance reasonably satisfactory to Bank; (3M) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered UCC-11 reports showing no Liens superior to Bank’s Lien; (N) Evidence reasonably satisfactory to Bank that Borrower has obtained all insurance policies as reasonably required under this Agreement and/or any of the other Loan Documents (other than builder’s risk insurance), together with evidence reasonably satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; (O) An ALTA form survey of the Mortgaged Property prepared by an approved surveyor and in accordance with the requirements of Bank, and either (i) evidence satisfactory to Bank that none of the Mortgaged Property is located in a flood hazard area, or (ii) a flood insurance policy reasonably satisfactory to Bank; (P) An appraisal of the Mortgaged Property (including the Project on a completed basis), made at Borrower’s expense, which must be by an M.A.I. appraiser engaged and approved by Bank, and must be in form and substance reasonably satisfactory to Bank and meeting the requirements of Bank (including, but not limited to, the requirement that such appraisal reflect a loan to value ratio with respect to the Construction Loan of not more than 75% based on the “as stabilized” appraised value of the Project); (Q) The preliminary Plans and Specifications for the Project; (R) An environmental/hazardous substances survey and report as approved by Bank, and reports and certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of any and all Hazardous Substances, Petroleum Products, and Solid Wastes located on the Mortgaged Property, if any, including an appropriate verification that such removal will be accomplished in accordance with applicable Law, (ii) the qualifications of those Persons engaged to so remove the Hazardous Substances, Petroleum Products, and Solid Wastes, and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products, and Solid Wastes, certification that the Hazardous Substances, Petroleum Products, and Solid Wastes have in fact been removed; (S) A certificate of compliance with applicable restrictive or protective covenants, and certifications by appropriate Governmental Authorities (or other Persons acceptable to Bank) reasonably satisfactory to Bank, and in forms reasonably acceptable to Bank, reflecting that the construction and use of the Project will conform with all Laws, including, without limitation, applicable zoning regulations; and (4T) All conditions other items reasonably required to Closing be provided to Bank and not otherwise set forth in this Agreement have been fulfilledabove.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Lender, prior to the following on initial disbursement of the Closing DateLoans (the “Closing”), the following: (A) The Notes, This Agreement duly executed on behalf of by the Borrower; (B) Each of the Notes duly executed by the Borrower; (C) The IP Security Agreement duly executed by the Borrower; (D) The Guaranty duly executed by the Guarantor; (E) The Guarantor Security Agreement duly executed by the Guarantor; (F) The Disbursement Authorization Letter duly executed by the Borrower; (G) The Landlord’s Waiver duly executed by each of the Borrower, the Lender and the Borrower’s landlord; (H) Subordination Agreements duly executed by each of the Borrower, the Lender and the Subordinated Creditors; (I) Perfection Certificates duly executed by each of the Borrower and the Guarantor; (J) The Financing Statements and other instruments required by Article 4.0; (K) Satisfactory review of the field examination by the Lender; (L) A copy, certified (as of the date of the Closing hereof) copy Closing, of resolutions of the board of directors of Borrower the Borrower, authorizing the execution, delivery delivery, and performance of this Agreement, the Notes, the Collateral Documents other Loan Documents, and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinhereto; (CM) A copy, certified (as of the date of the Closing) copy , of the bylaws of the Borrower's by- laws; (DN) A certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary of the Borrower as to the incumbency and specimen signatures of the officers of the Borrower executing signing this Agreement, the Notes, the Collateral Documents other Loan Documents, and each other document to be delivered pursuant hereto or theretohereto; (EO) A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe State of Delaware, of the Certificate of Incorporation of the Borrower's articles of incorporation, and all amendments thereto, together with a certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary of the Borrower to the effect that such certificate Certificate of incorporation has Incorporation have not been further amended since the date of the aforesaid certificationcertification of the Secretary of the State of Delaware; (FP) A copy, certified as of the most recent date practicable by the Secretary of The Commonwealth of Massachusetts, of the Foreign Corporation Certificate of the Borrower, and all amendments thereto, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary of the Borrower to the effect that such Foreign Corporation Certificate have not been further amended since the date of the aforesaid certification of the Secretary of The Commonwealth of Massachusetts; (Q) Certificate of tax and corporate good standing dated as of the most recent date practicable, issued by the Secretary of State of the State of Delaware as to the tax good standing and the legal existence and good legal standing of the Borrower; (R) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State The Commonwealth of Massachusetts and of the secretary of state of each other state in which the Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (GS) A written opinion of the law firm of Xxxxxx, X’Xxxxxxx, XxXxxxxx & Xxxxxx, LLP, legal counsel to Borrowerfor the Borrower and the Guarantor, dated the date of the Closing and addressed to the BankLender, in form and substance satisfactory to Bank the Lender and its counsel; (HT) A certificate, dated the date of the Closing, signed by the president chief executive officer or a vice president chief financial officer of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement 5.01 are true, complete and correct true as of the date of the Closing;; and (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closingsuch date; (3U) No material adverse change has occurred in Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on Exhibit 1.01(K); (V) Payment of the Origination Fee by the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4W) All conditions Any and all documents required to Closing set forth be executed in this Agreement have been fulfilledconnection with any Letters of Credit being issued as of the Closing.

Documents Required for the Closing. The On or before the Closing Date, Borrower shall have ---------------------------------- duly delivered to Lender duly executed original counterparts of the Bank the following on the Closing Datefollowing, all in form and substance acceptable to Lender, in its sole discretion: (A) The Notes, duly executed on behalf of Borrower5.2.1 This Agreement; 5.2.2 The Note; 5.2.3 A stock certificate for 1,000,000 (Bone million) A certified (as shares of the date Borrower's common stock (the "STOCK") with the corresponding Pledge Agreement, in the form attached hereto as EXHIBIT C, and such other documents and agreements as are required to cause such Stock to become part of the Closing hereof) copy of resolutions of board of directors of Borrower authorizing Collateral; 5.2.4 A Surety Agreement with respect to the executionCredit Facility Amount, delivery and performance of this executed by the Surety., in the form attached hereto as EXHIBIT D; 5.2.5 The Assignment Agreement, in the Notesform attached hereto as EXHIBIT E, with respect to the $1,000,000 (One Million Dollars) "TERMINATION AMOUNT," as that term is used and defined in Section 11(e)(ii) of the Stock Purchase Agreement between Borrower, Chex Services, Inc. and Equitex, Inc. dated November 3, 2003, 5.2.6 An opinion of counsel, in the form attached hereto as EXHIBIT F, which includes an opinion, in form and substance satisfactory to the Lender, in its sole discretion, that the pledge of the Stock does not violate federal and/or state securities laws or the regulations of any stock exchange; 5.2.7 The UCC-1 financing statements as required by Lender; 5.2.8 UCC-3 Termination Statements with respect to any security interest of record in any of the Collateral Documents and each prior to the date hereof in favor of any Person other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein;than Lender. (C) 5.2.9 A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) resolutions of Borrower's corporate secretary board of directors or assistant secretary as to other governing agency authorizing the incumbency execution, delivery and specimen signatures performance of the officers of Borrower executing this Agreement, the NotesNote, the Stock, the Collateral and Loan Documents and each other document to be delivered pursuant hereto or theretohereto; (E) A copy5.2.10 Such other agreements, certified as of the most recent date practicable documents or instruments required by the appropriate Secretary of StateLender, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certification; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated to evidence the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth transactions described in this Agreement have been fulfilledand perfect the Liens and security interests of Lender in the Collateral.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The Pledge Agreement in the form attached hereto as Exhibit E, duly executed on behalf by SARC/DeLand, Inc.; (c) The ARC Guaranty, duly executed by the Guarantor, and the Symbion Guaranty, duly executed by Symbion; (d) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by Surgicare of DeLand, Inc.; (e) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.; (f) The Mortgage, duly executed by Borrower; (Bg) A The Financing Statements required by Section 4; (h) Copies of the resolutions of the board of directors of the general partner of the Borrower, of the board of directors of the Guarantor, and of the board of directors of Symbion, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ei) A copy, certified as of the most recent date practicable practicable, by the appropriate Florida Secretary of State, State of Borrower's articles Certificate of incorporationLimited Partnership, together with a certificate (dated the date of the Closing) Closing of Borrower's corporate secretary or assistant secretary general partner to the effect that such certificate of incorporation has documents have not been amended since the date of the aforesaid certificationSecretary of State certifications; (Fj) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing; (k) A certificate dated the date of the Closing of the secretary of the general partner of the Borrower, the Guarantor and Symbion as to the incumbency and signatures of their respective officers executing this Agreement, the Note, the ARC Guaranty, the Symbion Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (l) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Tennessee Secretary of State, State and the Secretary of State of each state in which Borrower Borrower, Symbion or Guarantor is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, entity as to the subsistence and existence and/or good standing of Borrower, Symbion and Guarantor; (Gm) A written opinion of counsel to the Borrower's, Symbion's and Guarantor's counsel, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel;. (Hn) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the general partner of the Borrower and the Guarantor to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of such date; (iii) All of the Collateral Documents are in full force and effect. (o) Bank shall have received (i) two (2) prints of an original survey of the real property (the "Land") to be encumbered pursuant to the Mortgage and improvements thereon dated not more than sixty (60) days prior to the date of this Agreement (or dated such earlier date, if any, as is satisfactory to the ClosingTitle Insurer, but in any event not more than one hundred eighty (180) days prior to the date of this Agreement) satisfactory to Bank and the Title Insurer and otherwise complying with Exhibit F, and (ii) a flood insurance policy in an amount equal to the lesser of the maximum Loan amount or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to Bank that none of the Land is located in a flood hazard area; (3p) No material adverse change has occurred Bank shall have received and approved an ALTA title insurance policy, issued by the Title Insurer (which shall be approved by the Bank) in the Borrowermaximum amount of the Loan plus any other amount secured by the Mortgage, on a coinsurance and/or reinsurance basis if and as required by Bank, insuring without exclusion or exception for creditors' rights that the Mortgage constitutes a valid lien covering the Land and all improvements thereon, having the priority required by Bank and subject only to those exceptions and encumbrances (regardless of rank or priority) Bank approves, in a form acceptable to Bank, and with all "standard" exceptions which can be deleted, including the exception for matters which a current survey would show, deleted to the fullest extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor permitted; containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed "not yet due and payable" and no exception for subsequent assessments for prior years; providing full coverage against mechanics' and materialmen's financial condition since liens to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; insuring that reflected no restrictive covenants shown in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement Title Insurance have been fulfilled.violated, and that no violation of the restrictions will result in a reversion or forfeiture of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable (as coverage is available) fee simple title to the Land and the improvements thereon is vested in Borrower; containing such affirmative coverage and endorsements as Bank may require and are available under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; and insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Land and/or the improvements located thereon as part of the insured estate; insuring the right of access to the Land to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to Bank, prior to the Bank initial disbursement of any Loan amounts (the "Closing"), the following on the Closing Dateall in form, substance and content satisfactory to Bank and its counsel: (A) The NotesAn opinion letter executed by Xxxxxxx & Xxxxxx, duly executed on behalf of BorrowerP.C.; (B) A The duly executed Note, (Exhibit "A"), having a stated maturity on July 30, 2015, with a face amount of $25,000,000.00, executed by Borrower and payable to the order of Bank; (C) The duly executed Guaranty Agreements (Exhibits "B" and “C”) ("Guaranties"), in form acceptable to Bank signed by Guarantors, together with each Guarantor’s current financial statement as set forth in Section 2.01(E) below; (D) Borrower's current financial statements (the "Borrower Financial Statements") reviewed by its certified public accountant, which shall be satisfactory in form/content to Bank; (E) Guarantors’ current financial statement (the “Guarantor Financial Statements”) reviewed by their certified public accountant, which shall be satisfactory in form/content and substance to Bank (Borrower Financial Statements and Guarantor Financial Statements are collectively referred to herein as the “Financial Statements”); (F) Collateral Assignment of Notes and Liens and Security Agreement (Exhibit "D") ("Assignment"), duly executed by Borrower in favor of Bank, encumbering the Mortgage Paper, acceptable to Bank, including physical possession of the date promissory notes endorsed to Bank and Financing Statements mentioned in Section III; (G) UCC-1 (Exhibit “E”) Financing Statement, duly executed by Borrower, evidencing Bank’s security interest in the Mortgage Paper; (H) Amendment to Collateral Assignments of Loan Documents (Exhibit “F”), duly executed by Borrower in favor of Bank; (I) Security Agreement (Exhibit “G”) (“Security Agreement”), duly executed by Borrower in favor of Bank, encumbering the assets of Borrower more particularly described therein (the “Collateral”); (J) UCC-1 (Exhibit “H”) Financing Statement, duly executed by Borrower, evidencing Bank’s security interest in the Collateral; (K) Unanimous Written Consent of the Closing hereof) copy of resolutions of board of directors Partners of Borrower (Exhibit "I"), authorizing the execution, delivery delivery, and performance of this Agreement, the NotesNote, the Collateral Documents and each all other document and instrument documents to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinat such time; (CL) A certified (as Unanimous Written Consent of the date Members and Managers of UDF IV Acquisitions Manager, LLC (Exhibit “J”), authorizing the Closing) copy execution, delivery, and performance of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the NotesNote, the Collateral Documents and each all other document documents to be delivered pursuant hereto or theretoat such time; (EM) A copy, certified as Written Consent of the most recent date practicable by General Partner of United Development Funding III, L.P. (Exhibit "K"), authorizing the appropriate Secretary execution, delivery, and performance of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary this Agreement and all other documents to the effect that be delivered pursuant hereto at such certificate of incorporation has not been amended since the date of the aforesaid certificationtime; (FN) Certificates, as Unanimous Written Consent of the most recent dates practicableBoard of Directors of UMTH Land Development, L.P. (Exhibit "L"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time; (O) Unanimous Written Consent of the aforesaid Secretaries Board of StateDirectors of UMT Services, Inc. (Exhibit "M"), authorizing the execution, delivery, and performance of this Agreement, the Note, and all other documents to be delivered pursuant hereto at such time; (P) Unanimous Written Consent of the Board of Trustees of United Development Funding IV (Exhibit "N"), authorizing the execution, delivery, and performance of this Agreement, and all other documents to be delivered pursuant hereto at such time; (Q) Statute of Frauds Notice (Exhibit “O”) duly executed by Bank, Borrower and Guarantors; (R) Errors and Omissions Letter (Exhibit “P”) duly executed by Borrower and Guarantors; and (S) A UCC search report from the Secretary of State of each state Texas and the Secretary of State of Delaware revealing no conflicting security interests in which Borrower is qualified the Mortgage Paper or the Collateral other than as a foreign corporationexpressly permitted by Bank in its sole and absolute discretion. The documents described above and all agreements, notes, guaranties, assignments, security agreements, instruments, affidavits, certificates, and the department of revenue other documents evidencing, securing or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, otherwise furnished by Bank in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, connection with the giving of notice or Loan, including this Agreement, are collectively referred to herein as the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled"Loan Documents".

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The SARC Guaranty, duly executed on behalf of Borrowerby SARC, the SARC/Houston Guaranty, duly executed by SARC/Houston, the ARC Financial Guaranty, duly executed by ARC Financial, and the ARC Investment Guaranty, duly executed by ARC Investment, respectively; (Bc) A The Pledge Agreements in the forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 duly executed by ARC Financial, SARC/Houston and ARC Investment, respectively; (d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by Symbion ARC Management Services, Inc.; (e) The Financing Statements; (f) Copies of the resolutions of the general partner of Surgery Center, of the sole Member of SARC/Houston, of the board of directors of the ARC Financial, of the board of directors of SARC, of the board of directors of ARC Investment and of the board of directors of Borrower, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this AgreementPledged Note, the NotesLoan Documents, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Eg) A copycopy of the Constituent Documents of Surgery Center, SARC/Houston, Borrower, SARC, ARC Investment and ARC Financial, certified as of the most recent date practicable practicable, by the appropriate applicable Secretary of StateState or by the secretary of such Person, of Borrower's articles of incorporation, together with a as applicable; (h) A certificate (dated the date of the Closing) Closing of Borrower's corporate the general partner of Surgery Center, the secretary or assistant secretary of SARC/Houston, ARC Financial, SARC, ARC Investment and Borrower as to the effect that such certificate incumbency and signatures of incorporation has not been amended since their respective officers executing this Agreement, the date of Note, the aforesaid certificationSARC Guaranty, ARC Financial Guaranty, the SARC/Houston Guaranty, the ARC Investment Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (Fi) CertificatesWith respect to Surgery Center, SARC/Houston, ARC Investment, ARC Financial, Borrower and SARC, certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, issued by the Secretary of State of each the state in which Borrower is qualified as a foreign corporation, and the department of revenue such Person was incorporated or taxation of each of the foregoing states, formed as to the subsistence and existence and/or good standing of Borrowersuch Person; (Gj) A written opinion of counsel to the Borrower, SARC/Houston, Surgery Center, ARC Investment, SARC and ARC Financial, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel;. (Hk) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of Borrower the Borrower, SARC/Houston and SARC to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bankfull force and effect; and (4l) All conditions The Pledged Note, in form and substance acceptable to Closing set forth in this Agreement have been fulfilledBank, duly executed by the applicable obligor and endorsed to Bank.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Bank, prior to the following on initial disbursement of any Loan amounts (the Closing Date"Closing"), the following: (A) The NotesAn opinion letter executed by Xxxxxxx & Xxxxxx, duly executed on behalf of BorrowerP.C.; (B) A The duly executed Note (Exhibit "A"), having a stated maturity on the August 19, 2013, with a face amount of $8,000,000.00, executed by Borrower and payable to the order of Bank; (C) The duly executed Guaranty Agreements (Exhibits "B" and "C") ("Guaranties"), in form acceptable to Bank signed by Guarantors, together with each Guarantor’s current financial statement as set forth in Section 2.01(E) below; (D) Borrower's current financial statements (the "Borrower Financial Statements") reviewed by its certified public accountant, which shall be satisfactory in form/content to Bank; (E) Guarantors' current financial statement (the "Guarantor Financial Statements") reviewed by their certified public accountant, which shall be satisfactory in form/content to Bank (Borrower Financial Statements and Guarantor Financial Statements are collectively referred to herein as the "Financial Statements"); (F) Collateral Assignment of Notes and Liens and Security Agreement (Exhibit "D") ("Assignment"), duly executed by Borrower in favor of Bank, encumbering the Mortgage Paper comprising the Pledged Mortgage Paper, acceptable to Bank, including physical possession of the date Notes endorsed to Bank and Financing Statements mentioned in Section III; (G) UCC-l (Exhibit "E") Financing Statement, duly executed by Borrower, evidencing the Bank's security interest in the Pledged Mortgage Paper; (H) Foreclosure Arrangement Agreement (Exhibit "F") (“Foreclosure Agreement”) duly executed by Borrower, Guarantors, Xxxxxx & Stone, L.L.P., Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx-Xxx, Xxxxxx Xxxxxxxxx, and Xxxxxxx & Xxxxxx, P.C.; (I) Security Agreement (Exhibit "G") ("Security Agreement"), duly executed by Borrower in favor of Bank, encumbering the assets of Borrower more particularly described therein (the "Collateral"); (J) UCC-l (Exhibit "H") Financing Statement, duly executed by Borrower, evidencing the Bank's security interest in the Collateral; (K) Unanimous Written Consent of the Closing hereof) copy of resolutions of board of directors Partners of Borrower (Exhibit "I"), authorizing the execution, delivery delivery, and performance of this Agreement, the NotesNote, the Collateral Documents and each all other document and instrument documents to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinat such time; (CL) A certified (as Unanimous Written Consent of the date Members and Managers of UDF IV Acquisitions Manager, LLC (Exhibit "J"), authorizing the Closing) copy execution, delivery, and performance of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the NotesNote, the Collateral Documents and each all other document documents to be delivered pursuant hereto or theretoat such time; (EM) A copy, certified as Written Consent of the most recent date practicable by General Partner of United Development Funding III, L.P. (Exhibit "K"), authorizing the appropriate Secretary execution, delivery, and performance of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary this Agreement and all other documents to the effect that be delivered pursuant hereto at such certificate of incorporation has not been amended since the date of the aforesaid certificationtime; (FN) Certificates, as Unanimous Written Consent of the most recent dates practicableBoard of Directors of UMTH Land Development, L.P. (Exhibit "L"), authorizing the execution, delivery, and performance of the aforesaid Secretaries of Statethis Agreement, the Secretary of State of each state in which Borrower is qualified as a foreign corporationNote, and the department of revenue or taxation of each of the foregoing states, as all other documents to the subsistence and good standing of Borrowerbe delivered pursuant hereto at such time; (GO) A written opinion of counsel to Borrower, dated the date Unanimous Written Consent of the Closing Board of Directors of UMT Services, Inc. (Exhibit "M"), authorizing the execution, delivery, and addressed performance of this Agreement, the Note, and all other documents to the Bank, in form and substance satisfactory to Bank and its counselbe delivered pursuant hereto at such time; (HP) A certificate, dated the date Unanimous Written Consent of the ClosingBoard of Trustees of United Development Funding IV (Exhibit "N"), signed by authorizing the president or a vice president of Borrower to the effect that: (1) The representations execution, delivery, and warranties set forth in Section 5 performance of this Agreement are trueAgreement, complete and correct as of the date of the Closingall other documents to be delivered pursuant hereto at such time; (2Q) No Event Statute of Default hereunderFrauds Notice (Exhibit "O") duly executed by Bank, Borrower and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to BankGuarantors; and (4R) All conditions to Closing Errors and Omissions Letter (Exhibit "P") duly executed by Bank, Borrower and Guarantors. The documents evidencing, securing or otherwise furnished by Bank in connection with the Loan, including this Agreement and the documents set forth in this Agreement have been fulfilledabove, collectively are called "Loan Documents".

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Agent prior to the following on initial disbursement of the Closing DateLoans the following: (A) The Notes, duly executed on behalf of Borrower; (B) Stock Pledge Agreements (collectively the "Stock Pledge Agreements") in the form attached hereto as Exhibit E, including Schedule I thereto, duly executed by the Borrower, together with certificates representing the shares pledged thereby, duly endorsed in blank, and stock powers duly endorsed in blank; (C) Duly executed Guaranty and Suretyship Agreement (collectively the "Guaranty and Suretyship Agreements") of the Guarantor, in the form attached hereto as Exhibit F; (D) The Financing Statements and mortgagee waivers required by Section IV; (E) A copy of resolutions of the Borrower's board of directors, certified (by the corporate secretary of Borrower as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentDocuments, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (EF) A copy of resolutions of each Subsidiary's board of directors, certified as of the date of Closing by the secretary of each of such corporations, authorizing the execution, delivery and performance of any documents to be delivered by such corporation pursuant to this Agreement, including without limitation any of the Collateral Documents. (G) A copy, certified as of the most recent date practicable practicable, by the appropriate Secretary applicable Secretaries of StateState of, of the Borrower's articles of incorporationand each Subsidiary's Charter, together with a certificate (dated the date of the Closing) Closing of the Borrower's corporate secretary or assistant secretary to the effect that such certificate certificates of incorporation has have not been amended since the date of the aforesaid certificationSecretary of State certifications; (FH) A copy of the Borrower's by-laws certified by Borrower's secretary as of the date of the Closing; (I) A certificate dated the date of the Closing of the Borrower's corporate secretary as to the incumbency and signatures of the officers of the Borrower executing this Agreement, the Notes, the Collateral Documents, and each other document to be delivered pursuant hereto; (J) A certificate dated the date of the Closing of each Subsidiary's corporate secretary as to the incumbency and signatures of the officers of each of such corporation executing any document to be delivered pursuant hereto, including without limitation any of the Collateral Documents. (K) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Secretary of State, State and the Secretary of State of each state in which the Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, corporation as to the subsistence and good standing of the Borrower; (GL) Copies of the executed Service Agreements with Vero Orthopaedics, P.A., Princeton Orthopaedic Associates II, P.A., Reconstructive Orthopaedic Associates II, P.C., TOC Specialists, P.L., and Greater Chesapeake Orthopaedic Associates, L.L.C. (M) A written opinion of counsel to Messrs. Baker, Donelson, Bearman & Xxxxxxxx, the Borrower's counsel, dated the date of the Closing and addressed individually to the each Bank, in the form attached hereto as Exhibit G and substance otherwise satisfactory to Bank and its counsel;the Banks. (HN) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement within Paragraph 5.1 are true, complete and correct true as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closingsuch date; (3) No material adverse change has occurred All of the Collateral Documents are and shall remain in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; andfull force and effect. (4O) All Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on Exhibit C in form and substance satisfactory to Closing set forth in this Agreement have been fulfilledBanks; (P) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower and each Pledgor.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The Pledge Agreements in the form attached hereto as Exhibit D, duly executed on behalf by the general partner of Borrower and the majority limited partner of Borrower; (Bc) The Guaranty, duly executed by the Guarantor and the Symbion Guaranty duly executed by Symbion; (d) An Amendment to Subordination Agreement, in form and substance acceptable to Bank, duly executed by Guarantor; (e) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.; (f) A Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by 300 Grove Street Realty Corp.; (g) A Collatexxx Xxxxxxxxxx xf Lease, in form and substance acceptable to Bank, duly executed by Borrower; (h) The Financing Statements required by Section 4; (i) Copies of the resolutions of the board of directors of the general partner of the Borrower, of the board of directors of the Guarantor, and of the board of directors of Symbion, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ej) A copy, certified as of the most recent date practicable practicable, by the appropriate Tennessee Secretary of State, State of Borrower's articles Certificate of incorporationLimited Partnership, together with a certificate (dated the date of the Closing) Closing of Borrower's corporate secretary or assistant secretary general partner to the effect that such certificate of incorporation has documents have not been amended since the date of the aforesaid certificationSecretary of State certifications; (Fk) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing; (l) A certificate dated the date of the Closing of the secretary of the general partner of the Borrower, the Guarantor and Symbion as to the incumbency and signatures of their respective officers executing this Agreement, the Note, the Guaranty, the Symbion Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (m) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Tennessee Secretary of State, State and the Secretary of State of each state in which Borrower Borrower, Symbion or Guarantor is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, entity as to the subsistence and existence and/or good standing of Borrower, Symbion and Guarantor; (Gn) A written opinion of counsel to the Borrower's, Symbion's and Guarantor's counsel, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel. (o) [intentionally omitted]; (Hp) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the general partner of the Borrower and the Guarantor to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in full force and effect. (q) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank the following on the Closing Date: (A) The NotesNote, duly executed on behalf of Borrower; (B) A certified (as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- by laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the NotesNote, the Collateral Documents and each other document to be delivered pursuant hereto or thereto; (E) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certification; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion valid, binding and enforceable Guaranty and Suretyship Agreement from each Domestic Subsidiary (other than Kulicke and Soffa Investments, Inc., a Delaware corporation) in xxxxx of counsel to Borrower, dated the date of the Closing and addressed to the Bank, each in form and substance satisfactory content identical to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct that which is attached hereto as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.Exhibit 6.02

Documents Required for the Closing. The Borrower shall Loan Parties have ---------------------------------- duly delivered to the Bank Purchaser the following on following, duly executed as appropriate: (a) this Note Purchase Agreement; (b) the Note; (c) the Security Agreement; (d) the Guaranties; (e) the Intercreditor Agreement; (f) a certificate or certificates registered in the name of Purchaser representing the shares of Preferred Stock referred to in Section 2.01(b); (g) the Closing Fee payable at the Closing referred to in Section 2.04; (h) a certificate dated as of the Closing Date: (A) The Notes, duly executed on behalf signed by an officer of BorrowerParent and the Company certifying that the conditions specified in Sections 5.01 through 5.03 are true and correct; (Bi) A certified (a certificate dated as of the date of Closing Date from Parent and the Closing hereof) copy of resolutions of board of directors of Borrower authorizing the executionCompany, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto; (E) A copy, certified as of the most recent date practicable signed by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certification; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, such company and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank the Purchaser and its counsel, (i) certifying that resolutions have been duly adopted by such company's Board of Directors (and to the extent necessary, its shareholders) authorizing the execution of this Agreement and the Ancillary Agreements, the issuance of the Securities, and all of the other transactions to be consummated pursuant hereto, (ii) certifying as to the names of the members of its Board of Directors and the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of such company, (iii) certifying the authenticity of attached copies of the charter documents and Bylaws of such company, and (iv) certifying the continued good standing of such company in its State of incorporation, as evidenced by a reasonably current Certificate of Good Standing; (Hj) A certificate, dated a favorable opinion of Parent's and the date of the Closing, signed by the president or a vice president of Borrower Company's legal counsel as to matters and in form reasonably acceptable to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the ClosingPurchaser; (2k) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the ClosingUCC-1 financing statements; (3l) No material adverse change has occurred a solvency certificate, in form reasonably acceptable to the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; andPurchaser; (4m) All conditions documents, in form reasonably acceptable to Closing set forth the Purchaser, evidencing the obtaining of all necessary releases, consents or approvals requested by the Purchaser for the transactions contemplated by this Agreement; (n) a copy, certified by the Company as true and correct, of the Senior Credit Agreement and the closing documents related thereto; (o) three year pro forma projections for Parent and its Subsidiaries with the first fiscal year of such projections being on a monthly basis; (p) such other documents, certificates, instruments or opinions as the Purchaser or their legal counsel may reasonably request, in this Agreement have been fulfilledform reasonably satisfactory to the Purchaser.

Documents Required for the Closing. The On or before the Closing Date, Borrower shall have ---------------------------------- duly delivered to Lender duly executed original counterparts of the Bank following, all in form and content acceptable to Lender: 5.2.1 This Agreement; 5.2.2 The Revolving Loan Note; 5.2.3 A fully completed and executed Perfection Certificate; 5.2.4 A Surety Agreement from each Surety, if any; 5.2.5 Subordination Agreement(s) from any Person(s) with an interest in or to whom any Subordinated Debt is payable, in favor of Lender with respect to such Subordinated Indebtedness, if any; 5.2.6 The UCC-1 financing statements as required by Lender; 5.2.7 UCC-3 Termination Statements with respect to any security interest of record in any of the following on Collateral prior to the date hereof in favor of any Person other than Lender; 5.2.8 Landlord waivers and mortgagee waivers with respect to any leased or mortgaged premises of Borrower in which any Collateral is located, and as otherwise required in this Agreement; 5.2.9 Control Agreement(s) with consent of Depository; 5.2.10 A certified copy of the Borrower's fire, all risk, business interruption, public liability, flood and casualty insurance policy or policies evidencing coverage satisfactory to the Lender, with mortgagee and lender loss payable and additional insured endorsements in form and substance satisfactory to the Lender naming the Lender as mortgagee and loss payee and additional insured, as its interest may appear, together with one or more certificates of insurance broker(s) satisfactory to the Lender (Accord 27), setting forth the insurance obtained in accordance with Paragraph 7.1.4 and stating that such insurance is in full force and effect, all premiums then due thereon have been paid and the insurance policies relating thereto comply with Paragraph 7.1.4, and such insurance is adequate and providing not less than 30 days notice to Lender of any change or cancellation of such coverages; 5.2.11 The initial Borrowing Base and Inventory Certificates each duly completed and executed by Borrower; 5.2.12 Current Aging of Borrower's Accounts based upon invoice date and an Inventory listing containing information satisfactory to Lender; 5.2.13 Copies of all Account Substantiation Documents in effect as of the Closing Date, if required by Lender; 5.2.14 A tax clearance certificate from each state for which Borrower, each Subsidiary or other entity constituent of Borrower, if any, is required to pay any sales and use taxes, evidencing payment of all sales and use taxes owed by any of them as of the Closing Date: (A) The Notes, duly executed on behalf of Borrower; (B) 5.2.15 A certified (as of the date of the Closing hereofClosing) copy of resolutions of board Borrower's and each Subsidiary or other entity constituent of Borrower, if any, boards of directors of Borrower or other governing agency authorizing the execution, delivery and performance of this Agreement, the NotesRevolving Loan Note, the Collateral and Loan Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinhereto; (C) 5.2.16 A certified (as of the date of the Closing) copy of Borrower's by- and each Subsidiary or other entity constituent of Borrower, if any, by-laws, operating agreement, partnership agreement or other governing documents and all amendments to the foregoing; (D) 5.2.17 A certificate (dated the date of the Closing) of Borrower's and each Subsidiary or other entity constituent of Borrower, if any, as applicable, corporate secretary or assistant secretary other authorized officer, member or partner as to the incumbency and specimen signatures of the officers officers, members, partners, Authorized Financial Officer(s) or authorized persons of Borrower executing Borrower, and each Subsidiary or other entity constituent of Borrower, if any, signing this Agreement, the Notes, the Collateral and Loan Documents and each other document to be delivered pursuant hereto or theretohereto; (E) 5.2.18 A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe State of each entity's state of formation, of Borrower's, each Subsidiary's articles or other entity constituent of Borrower, if any, certificate of incorporation, partnership or formation, together with a certificate (dated the date of the Closing) of Borrower's and each Subsidiary's or other entity constituent of Borrower, if any, as applicable corporate secretary secretaries or assistant secretary other authorized Person to the effect that such certificate of incorporation incorporation, partnership or formation has not been amended since the date of the aforesaid certification; (F) 5.2.19 Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Secretary of State, State and the Secretary of State of each state in which Borrower Borrower, each Subsidiary or other entity constituent of Borrower, if any, is qualified as a foreign corporation, partnership, limited liability company or other entity and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower, each Subsidiary or other entity constituent of Borrower, if any; (G) 5.2.20 A written opinion of counsel Borrower's counsel, satisfactory to BorrowerLender, dated the date of the Closing and addressed to the BankLender. 5.2.21 Mortgage and Lien satisfactions as may be necessary to provide Lender a first Lien on and security interest in the Collateral subject to Lender's Priority Security Interest; 5.2.22 Master address list of Borrower's Account Debtors; 5.2.23 Assignments to Lender of all copyrights, trademarks and patents of Borrower included in form and substance satisfactory to Bank and the Collateral; 5.2.24 A certified copy of fictitious name registration of Borrower filed with __________________. 5.2.25 Such other agreements, documents or instruments required by Lender, or its counsel; (H) A certificate, dated to evidence the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth transactions described in this Agreement have been fulfilledand perfect the Liens and security interests of Lender in the Collateral.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The SARC Guaranty, duly executed by SARC, the SARC/Asheville Guaranty, duly executed by SARC/Asheville, the ARC Financial Guaranty, duly executed by ARC Financial and the ARC Investment Guaranty, duly executed by ARC Investment, respectively; (c) The Pledge Agreements in the forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 duly executed by ARC Financial, SARC/Asheville and ARC Investment; (d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by Symbion ARC Management Services, Inc.; (e) Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by Surgery Center's Landlord; (f) Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Surgery Center; (g) The Financing Statements to be executed to perfect the security interests granted in the Pledge Agreements and the Surgery Center Documents; (h) Copies of the resolutions of the board of directors of SARC/Asheville, as general partner on behalf of Surgery Center, of the board of directors of SARC/Asheville, of the board of directors of the ARC Financial, of the board of directors of SARC, of the board of directors of ARC Investment and of the board of directors of Borrower; (B) A , respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ei) A copycopy of the Constituent Documents of Surgery Center, SARC/Asheville, Borrower, SARC, ARC Investment and ARC Financial, certified as of the most recent date practicable practicable, by the appropriate applicable Secretary of StateState or by the secretary of such Person, of Borrower's articles of incorporation, together with a as applicable; (j) A certificate (dated the date of the Closing) Closing of Borrower's corporate the secretary or assistant secretary of SARC/Asheville, ARC Financial, SARC, ARC Investment and Borrower as to the effect that such certificate incumbency and signatures of incorporation has not been amended since their respective officers executing this Agreement, the date of Note, the aforesaid certificationCollateral Documents, and each other document to be delivered pursuant hereto; (Fk) CertificatesWith respect to Surgery Center, SARC/Asheville, ARC Investment, ARC Financial, Borrower and SARC, certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, issued by the Secretary of State of each the state in which Borrower is qualified as a foreign corporation, and the department of revenue such Person was incorporated or taxation of each of the foregoing states, formed as to the subsistence and existence and/or good standing of Borrowersuch Person; (Gl) A written opinion of counsel to the Borrower, SARC/Asheville, Surgery Center, ARC Investment, SARC and ARC Financial, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel;. (Hm) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of Borrower the Borrower, SARC/Asheville and SARC to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bankfull force and effect; and (4n) All conditions The Pledged Note, a Security Agreement and Collateral Assignment of Lease pledging collateral as security therefor, in form and substance acceptable to Closing set forth in this Agreement have been fulfilledBank, duly executed by Surgery Center (collectively, the "Surgery Center Documents").

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to Lenders, prior to the Bank release of the following on Letters of Credit (the Closing Date"Closing"), the following: (Aa) The Notes, duly executed on behalf of Borrower; (Bb) The UCC-1s, the Collateral Assignment, the Memorandum of Collateral Assignment and the Agreement Not to Encumber; (c) A certified (dated as of the date of the Closing hereofClosing) copy of resolutions of Borrower's board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents Assignment, the Agreement Not to Encumber, the Warrants, the Purchase and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified Sale Agreement (as of the date of the Closinghereafter defined) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ed) A copy, copy certified as of the most recent practicable date practicable by the appropriate Secretary of State, of Borrower's articles certificate of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has have not been amended since the date of the aforesaid certification; (Fe) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Secretary of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (Gf) The Closing Warrants; (g) The Purchase and Sale Agreement and the Memorandum of Purchase and Sale Agreement, as defined below; (h) A written fee payable in cash in the amount of three percent (3%) of the face amount of the Letters of Credit (the "Fee"). The Fee shall be payable by cashier's check or wire transfer to each of Lenders in the amount of $60,000; (i) Lenders shall have received consent to the transaction contemplated hereby from the Agent under the Senior Loan Agreement; and (j) Lenders shall have received an opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, for Borrower in form and substance satisfactory reasonably acceptable to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilledLenders.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Agent prior to the following on initial disbursement of the Closing DateLoans the following: (A) The Notes, duly Notes executed on behalf of by the Borrower; (B) This Agreement executed by the Borrower; (C) A copy of resolutions of the Borrower's board of directors, certified (by the corporate secretary of Borrower as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (ED) A copy, certified as of the most recent date practicable practicable, by the appropriate Secretary of StateState of Tennessee, of the Borrower's articles and each Subsidiary's certificate of incorporation, together with a certificate (dated the date of the Closing) Closing of the Borrower's corporate secretary or assistant secretary to the effect that such certificate certificates of incorporation has have not been amended since the date of the aforesaid certificationSecretary of State certifications; (E) A copy of the Borrower's by-laws certified by Borrower's secretary as of the date of the Closing; (F) CertificatesA certificate dated as of the date of the Closing of the Borrower's corporate secretary as to the incumbency and signatures of the officers of the Borrower executing this Agreement, the Notes, the other Loan Documents, and each other document to be delivered pursuant hereto; (G) Within thirty (30) days of the Closing, certificates, as of the most recent dates practicable, of the aforesaid Secretaries Secretary of State, the Secretary of State of each state in which the Borrower is qualified as a foreign corporation, corporation and of the department of revenue or taxation of each of the foregoing states, states as to the subsistence and good standing of the Borrower; (GH) A written opinion of counsel to Bass, Berrx & Xims, XXC, the Borrower's counsel, dated the date of the Closing and addressed individually to the each Bank, in form and substance reasonably satisfactory to Bank and its counsel;the Banks. (HI) A certificate, dated as of the date of the Closing, signed by the president chief executive officer, chief financial officer or a vice president secretary/treasurer of the Borrower (in his or her corporate capacity) and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement within Paragraph 4.1 are true, complete and correct true as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closingsuch date; (3J) No material adverse change has occurred Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on EXHIBIT C, all of which shall be in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered form and substance satisfactory to Bank; andBanks; (4K) All conditions to Closing set forth Payment of the remaining balance of the Upfront Fee, together with the initial Agent's Fee, together with all other reasonable costs and expenses incurred by Agent in this Agreement have been fulfilledconnection with the Loan, including, without limitation, reasonable attorney's fees. The Banks acknowledge that Borrower shall be responsible only for fees and expenses of counsel engaged by Agent in connection with the Loan. Any additional legal fees or expenses incurred by the other Banks shall be paid by such Banks.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The SARC Guaranty, duly executed on behalf of Borrowerby SARC, the SARC/Largo Guaranty, duly executed by SARC/Largo, and the ARC Financial Guaranty, duly executed by ARC Financial; (Bc) A The Pledge Agreements in the forms attached hereto as Exhibit D-1 and Exhibit D-2 duly executed by ARC Financial and SARC/Largo; (d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by Symbion ARC Management Services, Inc.; (e) Copies of the resolutions of the managing member of Surgery Center, of the board of directors of SARC/Largo, of the board of directors of the ARC Financial, of the board of directors of SARC, and of the board of directors of Borrower, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this AgreementPledged Note, the NotesLoan Documents, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ef) A copycopy of the Constituent Documents of Surgery Center, SARC/Largo, Borrower, SARC, and ARC Financial, certified as of the most recent date practicable practicable, by the appropriate applicable Secretary of StateState or by the secretary of such Person, of Borrower's articles of incorporation, together with a as applicable; (g) A certificate (dated the date of the Closing) Closing of Borrower's corporate the secretary or assistant secretary of SARC/Largo, ARC Financial, SARC and Borrower as to the effect that such certificate incumbency and signatures of incorporation has not been amended since their respective officers executing this Agreement, the date of Note, the aforesaid certificationSARC Guaranty, ARC Financial Guaranty, the SARC/Largo Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (Fh) CertificatesWith respect to Surgery Center, SARC/Largo, ARC Financial, Borrower and SARC, certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, issued by the Secretary of State of each the state in which Borrower is qualified as a foreign corporation, and the department of revenue such Person was incorporated or taxation of each of the foregoing states, formed as to the subsistence and existence and/or good standing of Borrowersuch Person; (Gi) A written opinion of counsel to the Borrower, SARC/Largo, Surgery Center, SARC and ARC Financial, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel;. (Hj) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the Borrower and SARC to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bankfull force and effect; and (4k) All conditions The Pledged Note, in form and substance acceptable to Closing set forth in this Agreement have been fulfilledBank, duly executed by SARC/Largo.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Lender, prior to the following on initial Disbursement (the Closing Date"Closing"), the following: (A) The Notes, Note duly executed on behalf of by the Borrower;, in the form attached hereto as Exhibit 2.03; ------------ (B) The Financial Statements; (C) The UCC Financing Statements and other instruments required by Article 4.0; (D) The fully executed Landlord's Consent and Waiver, in the form attached hereto as Exhibit 1.21; ------------ (E) A copy, certified (as of the date of the Closing hereof) copy Closing, of resolutions of the board of directors of Borrower the Borrower, authorizing the execution, delivery delivery, and performance of this Agreement, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentDocuments, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretoin connection herewith; (EF) A copy, certified as of the date of the Closing, of the Borrower's bylaws; (G) A certificate of the corporate clerk or assistant clerk of the Borrower, dated the date of the Closing, as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Note, the Collateral Documents, and each other document to be delivered pursuant hereto; (H) A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe Commonwealth of Massachusetts, of the Articles of Organization of the Borrower's articles of incorporation, and all amendments thereto, together with a certificate (dated the date of the Closing) of Borrower's the corporate secretary clerk or assistant secretary clerk of the Borrower to the effect that such certificate Articles of incorporation has Organization have not been further amended since the date of the aforesaid certificationcertification of the Secretary of the Commonwealth of Massachusetts; (FI) Certificates of legal existence (long form) and good standing dated as of the most recent date practicable, issued by the Secretary of the Commonwealth of Massachusetts as to the legal existence, good standing, Articles of Organization and all amendments thereto of the Borrower, together with a certificate (dated the date of the Closing) of the corporate clerk or assistant clerk of the Borrower to the effect that nothing has occurred since issuance of the Certificates of Legal Existence and Good Standing that would prevent the Secretary of the Commonwealth of Massachusetts from issuing updated Certificates; (J) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State the Commonwealth of Massachusetts and of the secretary of state of each state in which the Borrower is qualified as a foreign corporationcorporation and, and if applicable, of the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of the Borrower, together with a certificate (dated the date of the Closing) of the corporate clerk or assistant clerk of the Borrower to the effect that nothing has occurred since issuance of the Certificate of Good Standing that would prevent the Department of Revenue from issuing an updated Certificate; (GK) A written opinion of the law firm of Brown, Rudnick, Freed & Gesmer, P.C., legal counsel to for the Borrower, dated the date of the Closing and addressed to the BankLender, in the form and substance satisfactory to Bank and its counsel;attached hereto as Exhibit 3.01(J). --------------- -13- (HL) A certificate, dated the date of the Closing, signed by the president or a vice president of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement 5.01 are true, complete and correct true as of the date of the Closing;; and (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closingsuch date; (3M) No material adverse change has occurred Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on Exhibit 1.32 and fully executed ------------ Subordination Agreements with respect to such Subordinated Indebtedness in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered form and substance satisfactory to BankLender; and (4N) All conditions to Closing set forth in this Agreement have been fulfilledA certificate of insurance as required by Section 6.01(D).

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The SARC Guaranty, duly executed on behalf of Borrowerby SARC, the SARC/Circleville Guaranty, duly executed by SARC/Circleville, and the ARC Financial Guaranty, duly executed by ARC Financial; (Bc) A The Pledge Agreements in the forms attached hereto as Exhibit D-1 and Exhibit D-2 duly executed by ARC Financial and SARC/Circleville; (d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by Symbion ARC Management Services, Inc.; (e) Copies of the resolutions of the managing member of Surgery Center, of the board of directors of SARC/Circleville, of the board of directors of the ARC Financial, of the board of directors of SARC, and of the board of directors of Borrower, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this AgreementPledged Note, the NotesLoan Documents, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ef) A copycopy of the Constituent Documents of Surgery Center, SARC/Circleville, Borrower, SARC, and ARC Financial, certified as of the most recent date practicable practicable, by the appropriate applicable Secretary of StateState or by the secretary of such Person, of Borrower's articles of incorporation, together with a as applicable; (g) A certificate (dated the date of the Closing) Closing of Borrower's corporate the secretary or assistant secretary of SARC/Circleville, ARC Financial, SARC and Borrower as to the effect that such certificate incumbency and signatures of incorporation has not been amended since their respective officers executing this Agreement, the date of Note, the aforesaid certificationSARC Guaranty, ARC Financial Guaranty, the SARC/Circleville Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (Fh) CertificatesWith respect to Surgery Center, SARC/Circleville, ARC Financial, Borrower and SARC, certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, issued by the Secretary of State of each the state in which Borrower is qualified as a foreign corporation, and the department of revenue such Person was incorporated or taxation of each of the foregoing states, formed as to the subsistence and existence and/or good standing of Borrowersuch Person; (Gi) A written opinion of counsel to the Borrower, SARC/Circleville, Surgery Center, SARC and ARC Financial, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel;. (Hj) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the Borrower and SARC to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bankfull force and effect; and (4k) All conditions The Pledged Note, in form and substance acceptable to Closing set forth in this Agreement have been fulfilledBank, duly executed by SARC/Circleville.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Bank, prior to the following on initial disbursement of any Loan amounts (the Closing Date“Closing”), the following: (A) The Notes, duly executed Note (Exhibit “A”), having a stated maturity on behalf September 29, 2011, with a face amount of Borrower$3,400,000.00, executed by Borrower and payable to the order of Bank; (B) A The duly executed Guaranty Agreement (Exhibit “B”) (“Guaranty”), in form acceptable to Bank signed by Guarantor, together with its current financial statement in form/substance acceptable to Bank; (C) Borrower's current financial statements (the “Borrower Financial Statements”) reviewed by its certified public accountant, which shall be satisfactory in form/content to Bank; (D) Guarantor's current financial statement (the “Guarantor Financial Statements”) reviewed by their certified public accountant, which shall be satisfactory in form/content to Bank (Borrower Financial Statements and Guarantor Financial Statements are collectively referred to herein as the “Financial Statements”); (E) Collateral Assignment of Notes and Liens and Security Agreement (Exhibit “C”) (“Assignment”), duly executed by Borrower in favor of Bank, encumbering the Mortgage Paper comprising the Pledged Mortgage Paper, acceptable to Bank, including physical possession of the date Notes endorsed to Bank and Financing Statements mentioned in Section III; (F) UCC-l (Exhibit “D”) Financing Statement, duly executed by Borrower, evidencing the Bank's security interest in the Pledged Mortgage Paper; (G) Security Agreement (Exhibit “E”) (“Security Agreement”), duly executed by Borrower in favor of Bank, encumbering the assets of Borrower more particularly described therein (the “Collateral”); (H) UCC-l (Exhibit “F”) Financing Statement, duly executed by Borrower, evidencing the Bank's security interest in the Collateral; (I) Unanimous Written Consent of the Closing hereof) copy of resolutions of board of directors Partners of Borrower (Exhibit “G”), authorizing the execution, delivery delivery, and performance of this Agreement, the NotesNote, the Collateral Documents and each all other document and instrument documents to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinat such time; (CJ) A certified (as Unanimous Written Consent of the date Members and Managers of UDF IV Finance I Manager, LLC (the Closing“General Partner”) copy (Exhibit “H”), authorizing the execution, delivery, and performance of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the NotesNote, the Collateral Documents and each all other document documents to be delivered pursuant hereto or theretoat such time; (EK) A copy, certified as Unanimous Written Consent of the most recent date practicable by Board of Trustees of United Development Funding IV (Exhibit “I”), authorizing the appropriate Secretary execution, delivery, and performance of Statethis Agreement, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary and all other documents to the effect that be delivered pursuant hereto at such certificate of incorporation has not been amended since the date of the aforesaid certificationtime; (FL) CertificatesStatute of Frauds Notice (Exhibit “J”) duly executed by Bank, as Borrower and Guarantor; (M) Errors and Omissions Agreement (Exhibit “K”) duly executed by Bank, Borrower and Guarantor; (N) Partnership Certificate of the most recent dates practicableBorrower (Exhibit “L”) duly executed by an authorized officer on behalf of Borrower, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as attesting to the subsistence formation, existence and good standing of the Borrower in its state of formation and the state of Texas, the Borrower’s organizational certificates and agreements, and the Resolutions of Borrower’s Partners; (GO) A written opinion of counsel to Borrower, dated the date Company Certificate of the Closing and addressed General Partner (Exhibit “M”) duly executed by an authorized officer on behalf of the General Partner, attesting to the Bankformation, existence and good standing of the General Partner in form its state of formation and substance satisfactory to Bank the state of Texas, the General Partner’s organizational certificates and its counselagreements, and the Resolutions of the General Partner’s Members and Managers; (HP) A certificateTrust Certificate of Guarantor (Exhibit “N”) duly executed by an authorized officer on behalf of Guarantor, dated attesting to the date formation, existence and good standing of Guarantor in its state of formation and the state of Texas, Guarantor’s organizational certificates and agreements, and the Resolutions of the Closing, signed by the president or a vice president Board of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 Trustees of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to BankGuarantor; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.

Documents Required for the Closing. The On or before the Closing Date, ---------------------------------- Borrower shall have ---------------------------------- duly delivered to Lender duly executed original counterparts of the Bank following, all in form and content acceptable to Lender: 5.2.1 This Agreement; 5.2.2 The Revolving Loan Note; 5.2.3 A fully completed and executed Perfection Certificate; 5.2.4 A Validity Indemnification from each Indemnitor, if any; 5.2.5 The UCC-1 financing statements as required by Lender; 5.2.6 UCC-3 Termination Statements with respect to any security interest of record in any of the following on Collateral prior to the date hereof in favor of any Person other than Lender; 5.2.7 Landlord waivers and mortgagee waivers with respect to any leased or mortgaged premises of Borrower in which any Collateral is located, and as otherwise required in this Agreement; 5.2.8 Control Agreement(s) with consent of Depository; 5.2.9 A certified copy of the Borrower's fire, all risk, public liability, flood and casualty insurance policy or policies evidencing coverage satisfactory to the Lender, with mortgagee and lender loss payable and additional insured endorsements in form and substance satisfactory to the Lender naming the Lender as mortgagee and loss payee and additional insured, as its interest may appear, together with one or more certificates of insurance broker(s) satisfactory to the Lender (Accord 27), setting forth the insurance obtained in accordance with Paragraph 7.1.4 and stating that such insurance is in full force and effect, all premiums then due thereon have been paid and the insurance policies relating thereto comply with Paragraph 7.1.4, and such insurance is adequate and providing not less than 30 days notice to Lender of any change or cancellation of such coverages; 5.2.10 The initial Borrowing Base Certificate duly completed and executed by Borrower; 5.2.11 Current Aging of Borrower's Accounts based upon invoice date containing information satisfactory to Lender; 5.2.12 Copies of all Account Substantiation Documents in effect as of the Closing Date, if required by Lender; 5.2.13 A tax clearance certificate from each state for which Borrower, each Subsidiary or other entity constituent of Borrower, if any, is required to pay any sales and use taxes, evidencing payment of all sales and use taxes owed by any of them as of the Closing Date: (A) The Notes, duly executed on behalf of Borrower; (B) 5.2.14 A certified (as of the date of the Closing hereofClosing) copy of resolutions of board Borrower's and each Subsidiary or other entity constituent of Borrower, if any, boards of directors of Borrower or other governing agency authorizing the execution, delivery and performance of this Agreement, the NotesRevolving Loan Note, the Collateral and Loan Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to hereinhereto; (C) 5.2.15 A certified (as of the date of the Closing) copy of Borrower's by- and each Subsidiary or other entity constituent of Borrower, if any, by-laws, operating agreement, partnership agreement or other governing documents and all amendments to the foregoing; (D) 5.2.16 A certificate (dated the date of the Closing) of Borrower's and each Subsidiary or other entity constituent of Borrower, if any, as applicable, corporate secretary or assistant secretary other authorized officer, member or partner as to the incumbency and specimen signatures of the officers officers, members, partners, Authorized Financial Officer(s) or authorized persons of Borrower executing Borrower, and each Subsidiary or other entity constituent of Borrower, if any, signing this Agreement, the Notes, the Collateral and Loan Documents and each other document to be delivered pursuant hereto or theretohereto; (E) 5.2.17 A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe State of each entity's state of formation, of Borrower's, each Subsidiary's articles or other entity constituent of Borrower, if any, certificate of incorporation, partnership or formation, together with a certificate (dated the date of the Closing) of Borrower's and each Subsidiary's or other entity constituent of Borrower, if any, as applicable corporate secretary secretaries or assistant secretary other authorized Person to the effect that such certificate of incorporation incorporation, partnership or formation has not been amended since the date of the aforesaid certification; (F) 5.2.18 Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Secretary of State, State and the Secretary of State of each state in which Borrower Power2Ship, each Subsidiary or other entity constituent of Power2Ship, if any, is qualified as a foreign corporation, partnership, limited liability company or other entity and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of BorrowerPower2Ship, each Subsidiary or other entity constituent of Power2Ship, if any; (G) 5.2.19 A written opinion of counsel Borrower's counsel, satisfactory to BorrowerLender, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing; (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilledLender.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The Pledge Agreements in the form attached hereto as Exhibit D, duly executed on behalf by the Guarantor; (c) The Guaranty, duly executed by the Guarantor; (d) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by Guarantor; (e) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.; (f) A Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by Wilmington Surgcare, Inc.; (g) A Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Borrower; (Bh) A The Financing Statements required by Section 4; (i) Copies of the resolutions of the board of directors of the general partner of the Borrower and of the board of directors of the Guarantor, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ej) A copy, certified as of the most recent date practicable practicable, by the appropriate Tennessee Secretary of State, State of Borrower's articles Certificate of incorporationLimited Partnership, together with a certificate (dated the date of the Closing) Closing of Borrower's corporate secretary or assistant secretary general partner to the effect that such certificate of incorporation has documents have not been amended since the date of the aforesaid certificationSecretary of State certifications; (Fk) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing; (l) A certificate dated the date of the Closing of the secretary of the general partner of the Borrower and the Guarantor as to the incumbency and signatures of their respective officers executing this Agreement, the Note, the Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (m) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Tennessee Secretary of State, State and the Secretary of State of each state in which Borrower or Guarantor is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, entity as to the subsistence and existence and/or good standing of BorrowerBorrower and Guarantor; (Gn) A written opinion of counsel to the Borrower's and Guarantor's counsel, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank. (o) Consummation of the transactions contemplated by the Asset Purchase Agreement, in form and substance satisfactory to Bank and its counselaccordance with the terms thereof; (Hp) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the general partner of the Borrower and the Guarantor to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in full force and effect. (q) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Bank, prior to the following on initial disbursement of the Closing DateRevolving Credit (the "Closing"), the following: (A) The Notes, Revolving Credit Note duly executed on behalf of Borrowerby the Borrower in the form attached hereto as Exhibit 2.03A; (B) A certified certificate (as of dated the date of the Closing hereofClosing) copy of the corporate secretary or assistant secretary, as the case may be, of the Borrower, certifying as to: (1) the incumbency and signatures of the officer(s) signing this Agreement, the Notes, the other Loan Documents and each other document to be delivered pursuant hereto, (2) the resolutions of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto, (3) the By-Laws; (EC) With respect to the Borrower, certificates of tax good standing and corporate good standing and legal existence, dated as of the most recent date practicable, issued by the Delaware Department of Revenue and Secretary of State of Delaware as to the tax good standing and the legal existence and corporate good standing of the Borrower and a certificate of registration as a foreign corporation with The Commonwealth of Massachusetts; (D) A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe applicable state or nation of incorporation, of Borrower's articles the charter documents of incorporationthe Borrower and all amendments thereto, together with a certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary secretary, as the case may be, of the Borrower to the effect that such certificate of incorporation has charter documents have not been further amended since the date of the aforesaid certificationcertification of the Secretary of the State of Delaware; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (GE) A written opinion or opinions of legal counsel to for the Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to the Bank and its counsel; (HF) A certificate, dated the date of the Closing, signed by the president or president, a vice president president, the treasurer or an assistant treasurer, the chief executive officer or the chief financial officer, of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement 4.01 are true, complete and correct true as of the date of the Closing;; and (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Banksuch date; and (4G) All conditions to Payment of the Closing set forth in this Agreement have been fulfilledFee, which may be netted against the initial disbursement of the Revolving Credit.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The SARC Guaranty, duly executed on behalf of Borrowerby SARC, the SARC/San Antonio Guaranty, duly executed by SARC/San Antonio, and the ARC Financial Guaranty, duly executed by ARC Financial; (Bc) A The Pledge Agreements in the forms attached hereto as Exhibit D-1 and Exhibit D-2 duly executed by ARC Financial and SARC/San Antonio; (d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by Symbion ARC Management Services, Inc.; (e) Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by Surgery Center's Landlord; (f) Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Surgery Center; (g) The Financing Statements executed pursuant to the Pledge Agreement to be executed by ARC Financial; (h) Copies of the resolutions of the managing member of Surgery Center, of the sole member of SARC/San Antonio, of the board of directors of the ARC Financial, of the board of directors of SARC, and of the board of directors of Borrower, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ei) A copycopy of the Constituent Documents of Surgery Center, SARC/San Antonio, Borrower, SARC, and ARC Financial, certified as of the most recent date practicable practicable, by the appropriate applicable Secretary of StateState or by the secretary of such Person, of Borrower's articles of incorporation, together with a as applicable; (j) A certificate (dated the date of the Closing) Closing of Borrower's corporate the secretary or assistant secretary of SARC/San Antonio, ARC Financial, SARC and Borrower as to the effect that such certificate incumbency and signatures of incorporation has not been amended since their respective officers executing this Agreement, the date of Note, the aforesaid certificationSARC Guaranty, ARC Financial Guaranty, the SARC/San Antonio Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (Fk) CertificatesWith respect to Surgery Center, SARC/San Antonio, ARC Financial, Borrower and SARC, certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, issued by the Secretary of State of each the state in which Borrower is qualified as a foreign corporation, and the department of revenue such Person was incorporated or taxation of each of the foregoing states, formed as to the subsistence and existence and/or good standing of Borrowersuch Person; (Gl) A written opinion of counsel to the Borrower, SARC/San Antonio, Surgery Center, SARC and ARC Financial, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank, in form and substance satisfactory to Bank and its counsel;. (Hm) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of Borrower the Borrower, SARC/San Antonio and SARC to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bankfull force and effect; and (4n) All conditions The Pledged Note, a Security Agreement and Collateral Assignment of Lease pledging collateral as security therefor, in form and substance acceptable to Closing set forth in this Agreement have been fulfilledBank, duly executed by Surgery Center (collectively, the "Surgery Center Documents").

Documents Required for the Closing. The Borrower Prior to the disbursement of the Loans, the following instruments and documents, duly executed by all proper Persons shall have ---------------------------------- duly been delivered to the Bank the following on the Closing DateBank: (A) The Notes, duly executed on behalf of BorrowerThis Agreement; (B) The Revolving Note; (C) The financing statements required by Section 4.5; (D) The lien waivers required by Section 4.6; (E) A certified (certificate of the Borrower's corporate secretary dated as of the date of this Agreement, certifying as to the Closing hereofincumbency and signatures of the officers of the Borrower signing this Agreement, the Revolving Note, each of the other Loan Documents to be executed by Borrower, and each other document to be delivered pursuant hereto, together with the following documents attached thereto: (1) A copy of the resolutions of the Borrower's board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the NotesRevolving Note, each of the Collateral other Loan Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentby Borrower, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered by Borrower pursuant hereto or theretohereto; (E2) A copy, certified as of the most recent date practicable by the appropriate Secretary secretary of Statestate of the state where the Borrower is incorporated, of the Borrower's articles or certificate of incorporation, together with a certificate ; and (dated the date 3) A copy of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certificationbylaws; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries secretary of Statestate, the Secretary secretary of State state of each state in which Borrower is qualified as a foreign corporationAlabama, Louisiana, and Texas and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of the Borrower; (G) A written opinion of counsel to BorrowerXxxxx & Xxxxxxx, L.L.P., dated the date of the Closing this Agreement and addressed to the Bank, substantially in the form and substance satisfactory to Bank and its counselof Exhibit "I", attached hereto; (H) The Borrower's Closing Affidavit; (I) A certificate, dated the Collateral Report as of a date of not more than five (5) days prior to the Closing, signed by the president or a vice president of Borrower acceptable to the effect that: (1) The representations Bank and warranties set forth in Section 5 certifying a Borrowing Base of this Agreement are true, complete and correct as not less than the amount of the date of requested initial Advance under the ClosingRevolving Loan Commitment; (2J) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the ClosingThe Security Agreement; (3K) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent The Financial Statements delivered to BankStatements; and (4L) All conditions to Closing set forth in this Agreement have been fulfilledThe Cash Management Agreement.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The Pledge Agreements in the form attached hereto as Exhibit D, duly executed on behalf by the Guarantor; (c) The Guaranty, duly executed by the Guarantor; (d) An Amendment to Subordination Agreement, in form and substance acceptable to Bank, duly executed by Guarantor; (e) The Symbion Guaranty, duly executed by Symbion; (f) A Landlord's Lien Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by Northwest Washington Medical Bureau; (g) A Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Borrower; (Bh) A The Financing Statements required by Section 4; (i) Copies of the resolutions of the board of directors of the general partner of the Borrower, the board of directors of the Guarantor, and the board of directors of Symbion, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Ej) A copy, certified as of the most recent date practicable practicable, by the appropriate Tennessee Secretary of State, State of Borrower's articles Certificate of incorporationLimited Partnership, together with a certificate (dated the date of the Closing) Closing of Borrower's corporate secretary or assistant secretary general partner to the effect that such certificate of incorporation has documents have not been amended since the date of the aforesaid certificationSecretary of State certifications; (Fk) A copy of Borrower's Partnership Agreement certified by Borrower's general partner as of the date of the Closing; (l) A certificate dated the date of the Closing of the secretary of the general partner of the Borrower, the Guarantor and Symbion as to the incumbency and signatures of their respective officers executing this Agreement, the Note, the Guaranty, the Symbion Guaranty, the Collateral Documents, and each other document to be delivered pursuant hereto; (m) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Tennessee Secretary of State, State and the Secretary of State of each state in which Borrower Borrower, Symbion or Guarantor is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, entity as to the subsistence and existence and/or good standing of Borrower, Symbion and Guarantor; (Gn) A written opinion of counsel to the Borrower's, Symbion's and Guarantor's counsel, dated the date of the Closing and addressed Closing, in form satisfactory to the Bank. (o) A Subordination Agreement, in form and substance satisfactory acceptable to Bank and its counselBank, duly executed by ARC Management Services, Inc.; (Hp) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the general partner of the Borrower and the Guarantor to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in full force and effect. (q) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank Bank, prior to the following on initial disbursement of the Closing DateLoans (the “Closing”), the following: (A) The Notes, Revolving Credit Note duly executed on behalf of Borrowerby the Borrower in the form attached hereto as Exhibit 2.03A; (B) The Term Note duly executed by the Borrower in the form attached hereto as Exhibit 2.03B; (C) The Mortgage duly executed by the Borrower; (D) The Disbursement Authorization Letter; (E) The Swap Contract; (F) Environmental Indemnity Agreement duly executed by the Borrower; (G) The Title Insurance Policy; (H) A certified certificate (as of dated the date of the Closing hereofClosing) copy of the corporate secretary or assistant secretary, as the case may be, of the Borrower, certifying as to: (1) the incumbency and signatures of the officer(s) signing this Agreement, the Notes, the other Loan Documents and each other document to be delivered pursuant hereto, (2) the resolutions of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto, (3) the By-Laws; (EI) With respect to the Borrower, certificates of tax good standing and corporate good standing and legal existence, dated as of the most recent date practicable, issued by the Delaware Department of Revenue and Secretary of State of Delaware as to the tax good standing and the legal existence and corporate good standing of the Borrower and a certificate of registration as a foreign corporation with The Commonwealth of Massachusetts; (J) A copy, certified as of the most recent date practicable by the appropriate Secretary of Statethe applicable state or nation of incorporation, of Borrower's articles the charter documents of incorporationthe Borrower and all amendments thereto, together with a certificate (dated the date of the Closing) of Borrower's the corporate secretary or assistant secretary secretary, as the case may be, of the Borrower to the effect that such certificate of incorporation has charter documents have not been further amended since the date of the aforesaid certificationcertification of the Secretary of the State of Delaware; (F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower; (GK) A written opinion or opinions of legal counsel to for the Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to the Bank and its counsel; (HL) A certificate, dated the date of the Closing, signed by the president or president, a vice president president, the treasurer or an assistant treasurer, the chief executive officer or the chief financial officer, of the Borrower and to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement 4.01 are true, complete and correct true as of the date of the Closing;; and (2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, time or both, could would become such an Event of Default, has occurred as of the date of the Closing; (3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Banksuch date; and (4M) All conditions to Closing set forth in this Agreement have been fulfilledPayment of the Restructuring Fees.

Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank prior to the following on initial disbursement of the Closing DateLoan the following: (Aa) The NotesNote; (b) The Pledge Agreement in the form attached hereto as Exhibit D, duly executed on behalf by the Guarantor; (c) The Pledge Agreement in the form attached hereto as Exhibit E, duly executed by David W. Karp, Jr., M.D.; (d) The Pledge Agrxxxxxx xx xxx xxxx attached hereto as Exhibit F, duly executed by Melvyn N. Koby, M.D. (e) The Guaranty, duly xxxxxxxx xx xxe Guarantor; (f) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by Guarantor; (g) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc; (h) A Subordination Agreement, in form and substance acceptable to Bank, duly executed by Korp II Limited Partnership; (i) A Landlord'x Xxen Waiver, Consent and Estoppel, in form and substance acceptable to Bank, duly executed by KARR and KOBY, a Kentucky general partnership; (j) A Collateral Assignment of Lease, in form and substance acceptable to Bank, duly executed by Borrower; (Bk) A The Financing Statements required by Section 4; (l) Copies of the resolutions of the board of governors of the Borrower and of the board of directors of the Guarantor, respectively, certified (by the corporate secretary or assistant secretary of each as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower Closing, authorizing the execution, delivery and performance of this AgreementAgreement and, as applicable, the NotesNote, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrumentLoan Documents, agreement or document referred to herein; (C) A certified (as of the date of the Closing) copy of Borrower's by- laws; (D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or theretohereto; (Em) A copy, certified as of the most recent date practicable practicable, by the appropriate Tennessee Secretary of State, State of Borrower's articles and Articles of incorporationOrganization and of the Guarantor's Charter, together with a certificate (dated the date of the Closing) Closing of Borrower's corporate secretary or assistant secretary and Guarantor's respective secretaries to the effect that such certificate of incorporation has documents have not been amended since the date of the aforesaid certificationSecretary of State certifications; (Fn) A copy of Borrower's Operating Agreement certified by Borrower's secretary as of the date of the Closing; (o) A copy of the by-laws of Guarantor certified by Guarantor's secretary as of the date of Closing; (p) A certificate dated the date of the Closing of the secretary of each of the Borrower and Guarantor as to the incumbency and signatures of their respective officers executing this Agreement, the Note, the Collateral Documents, and each other document to be delivered pursuant hereto; (q) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries Tennessee Secretary of State, State and the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, company as to the subsistence and good standing of Borrower; (Gr) Certificates, as of the most recent date practicable, of the Secretaries of State in each state where Guarantor is organized as to the good standing of Guarantor; (s) A written opinion of counsel to Borrower's counsel, dated the date of the Closing Closing, in the form attached hereto as Exhibit G and addressed otherwise satisfactory to the Bank. (t) Consummation of the transactions contemplated by the Asset Purchase Agreement, in form and substance satisfactory to Bank and its counselaccordance with the terms thereof; (Hu) A certificate, dated the date of the Closing, signed by the president president, vice president, chief financial officer, or a vice president corporate controller of the Borrower and to the effect that: (1i) The representations and warranties set forth in within Section 5 of this Agreement are true, complete and correct true as of the date of the Closing; (2ii) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, Unmatured Default has occurred as of the date of the Closingsuch date; (3iii) No material adverse change has occurred All of the Collateral Documents are in full force and effect. (v) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and (4) All conditions to Closing set forth in this Agreement have been fulfilled.